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RECORDING REQUESTED BY

AND WHEN RECORDED, RETURN TO:

Private
Capital Group, Inc.

486
West 50th North

American Fork, Utah  84003







DEED OF TRUST,
ASSIGNMENT OF RENTS AND LEASES,
SECURITY
AGREEMENT AND FINANCING STATEMENT
(Interline – File In Niobrara County,
Wyoming)


THIS DEED OF TRUST, ASSIGNMENT OF RENTS AND LEASES, SECURITY
AGREEMENT AND FINANCING STATEMENT (this “Deed of Trust”) is made this _____ day
of ______________________, 2007, by Interline Resources Corporation, a Utah
corporation, whose address for notice is 160 West Canyon Crest, Alpine, Utah,
84004 (“Grantor”), and Private Capital Group, a Utah corporation, serving as
agent for Participants, whose address for notice is 486 West 50th
North, American Fork, Utah, 84003, as grantee, beneficiary, assignee and secured
party (together with its successors and assigns) (“Lender” or “Grantee”).

ARTICLE 1

Definitions; Granting Clauses; Secured
Indebtedness

Section 1.1.

Principal Secured.  This Deed of Trust secures the
aggregate principal amount of Eleven Million Five Hundred Thousand  Dollars
($11,500,000) plus such additional amounts as Lender may from time to
time advance pursuant to the terms and conditions of this Deed of Trust and not
met by Borrower or Grantor under its Guaranty, for the advances for the
protection of the lien of this Deed of Trust, together with interest
thereon.

Section 1.2.

Definitions.  In addition to other terms defined
herein, each of the following terms shall have the meaning assigned to it, such
definitions to be applicable equally to the singular and the plural forms of
such terms and to all genders:

“Borrower” means NorthCut Refining, LLC, a Wyoming limited
liability company.

“Guarantor” means Interline Resources Corporation, a Utah
corporation.

“Guaranty” means the Guaranty Agreement of Interline
Resources Corporation to guarantee the Debt of Borrower.





“Construction Loan Agreement” means the Construction Loan
Agreement between Lender and Borrower for construction on the Land.

“Lender” means Private Capital Group, a Utah corporation,
its successors and assigns, as servicing agent for participants in the Loan.

“Participants” means the Lenders that are using Lender as
their servicing agent and have advanced money through Lender to Grantor.

“Promissory Note” means that Note dated of even date
herewith made by Grantor and payable to the order of Lender in the principal
face amount of $11,500,000, bearing interest as therein provided, containing a
provision for, among other things, the payment of attorneys’ fees.

Section 1.3.

Granting Clause.  For valuable consideration the
receipt and sufficiency of which are acknowledged by Grantor, Grantor does
hereby GRANT, BARGAIN, SELL, CONVEY, TRANSFER, ASSIGN and SET OVER to Grantee or
its trustee, in trust, with power of sale and GENERAL WARRANTY, the following:
 (a) the real property described in Exhibit A which is attached
hereto and incorporated herein by reference (the “Land”) together with:
 (i) any and all buildings, structures, improvements, alterations or
appurtenances now or hereafter situated or to be situated on the Land
(collectively the “Improvements”); and (ii) all right, title and interest
of Grantor, now owned or hereafter acquired, in and to (1) all common area
and other use rights, streets, roads, alleys, tenements, hereditaments,
easements, rights-of-way, licenses, rights of ingress and egress, vehicle
parking rights and public places, existing or proposed, abutting, adjacent, used
in connection with or pertaining or appurtenant to any of the Land or the
Improvements; (2) any strips or gores between the Land and abutting or
adjacent properties; (3) all options to purchase the Land or the
Improvements or any portion thereof or interest therein, and any greater estate
in the Land or the Improvements; and (4) all water and water rights, shares
of stock evidencing water rights, timber, crops and mineral interests on or
pertaining to the Land (the Land, Improvements and other rights, titles and
interests referred to in this clause (a) being herein sometimes collectively
called the “Premises”); (b) all fixtures, equipment, systems, machinery,
furniture, furnishings, appliances, inventory, goods, building and construction
materials, supplies, and articles of personal property, of every kind and
character, tangible and intangible, now owned or hereafter acquired by Grantor,
which are now or hereafter attached to or situated in, on or about the Land or
the Improvements, or used in or necessary to the complete and proper planning,
development, use, occupancy or operation thereof, or acquired (whether delivered
to the Land or stored elsewhere) for use or installation in or on the Land or
the Improvements, and all renewals and replacements of, substitutions for and
additions to the foregoing (the properties referred to in this clause
(b) being herein sometimes collectively called the “Accessories,” all of
which are hereby declared to be permanent accessions to the Land); (c) all
(i) plans and specifications for the Improvements; (ii) Grantor’s
rights, but not liability for any breach by Grantor, under all commitments
(including any commitments for financing to pay any of the Secured Indebtedness,
as defined below), insurance policies, contracts and agreements for the design,
construction, operation or inspection of the Improvements and other contracts
and general intangibles (including but not limited to 





trademarks, trade names, goodwill and symbols) related to the
Premises or the Accessories or the operation thereof; (iii) deposits
(including but not limited to Grantor’s rights in tenants’ security deposits,
deposits with respect to utility services to the Premises, and any deposits or
reserves hereunder or under any other Loan Documents (hereinafter defined) for
taxes, insurance or otherwise), rebates or refunds of impact fees or other
taxes, assessments or charges, money, accounts, instruments, documents, notes
and chattel paper arising from or by virtue of any transactions related to the
Premises or the Accessories; (iv) permits, licenses, franchises,
certificates, development rights, commitments and rights for utilities, and
other rights and privileges obtained in connection with the Premises or the
Accessories; (v) leases, rents, royalties, bonuses, issues, profits,
revenues and other benefits of the Premises and the Accessories (without
derogation of Article 3 hereof); (vi) oil, gas and other hydrocarbons
and other minerals produced from or allocated to the Land and all products
processed or obtained therefrom, and the proceeds thereof; and
(vii) engineering, accounting, title, legal, and other technical or
business data concerning the Property which are in the possession of Grantor or
in which Grantor can otherwise grant a security interest; and (d) all
(i) proceeds (cash or non-cash) of or arising from the properties, rights,
titles and interests referred to above in this Section 1.3, including but
not limited to proceeds of any sale, lease or other disposition thereof,
proceeds of each policy of insurance relating thereto (including premium
refunds), proceeds of the taking thereof or of any rights appurtenant thereto,
including change of grade of streets, curb cuts or other rights of access, by
condemnation, eminent domain or transfer in lieu thereof for public or
quasi-public use under any law, and proceeds arising out of any damage thereto;
and (ii) other interests of every kind and character which Grantor now has
or hereafter acquires in, to or for the benefit of the properties, rights,
titles and interests referred to above in this Section 1.3 and all property
used or useful in connection therewith, including but not limited to rights of
ingress and egress and remainders, reversions and reversionary rights or
interests; and if the estate of Grantor in any of the property referred to above
in this Section 1.3 is a leasehold estate, this conveyance shall include,
and the lien and security interest created hereby shall encumber and extend to,
all other or additional title, estates, interests or rights which are now owned
or may hereafter be acquired by Grantor in or to the property demised under the
lease creating the leasehold estate; TO HAVE AND TO HOLD the foregoing rights,
interests and properties, and all rights, estates, powers and privileges
appurtenant thereto (herein collectively called the “Property”), unto Grantee or
its trustee, and any successor trustee appointed in accordance with law, in
trust and with power of sale, for the benefit of Lender and each subsequent
Holder (as hereinafter defined), in fee simple forever, subject to the terms,
provisions and conditions herein set forth, to secure the obligations of Grantor
under the Note and Loan Documents (as hereinafter defined) and all other
indebtedness and matters defined as “Secured Indebtedness” in Section 1.5
of this Deed of Trust.  As used in this Section 1.3, the terms
‘accounts,” “chattel paper,” “documents,” “equipment,” “general intangibles,”
“goods,” “instruments” and “inventory” have the meanings provided by the Wyoming
Uniform Commercial Code on the date of this Deed of Trust.

Section 1.4.

Security Interest.  Grantor hereby grants to Holder a
security interest in all of the Property which constitutes personal property or
fixtures (herein sometimes collectively called the “Collateral”) to secure the
obligations of Grantor under the Note and Loan Documents and all other
indebtedness and matters defined as Secured Indebtedness in Section 1.5 of this






Deed of Trust.  In addition to its rights hereunder or
otherwise, Holder shall have all of the rights of a secured party under the
Wyoming Uniform Commercial Code, or under the Uniform Commercial Code in force
in any other state to the extent the same is applicable law.

Section 1.5.

Secured Indebtedness, Note, Guaranty, Loan Documents, Other
Obligations.  This Deed of Trust secures and will secure the payment
and performance of the following promissory notes, Guaranty, obligations,
indebtedness, duties and liabilities and all renewals, extensions, supplements,
increases, and modifications thereof in whole or in part from time to time
(collectively, but subject to the following sentence, the “Secured
Indebtedness”):  (a) the Guaranty; (b) the Promissory Note and
all other notes given in substitution therefor or in modification, supplement,
increase, renewal or extension thereof, in whole or in part (such note or notes,
whether one or more, as from time to time renewed, extended, supplemented,
increased or modified and all other notes given in substitution therefor, or in
modification, renewal or extension thereof, in whole or in part, being
hereinafter called the “Note”, and Lender, or the subsequent holder at the time
in question of the Note or any of the Secured Indebtedness, as hereinafter
defined, being herein collectively called “Holder”); the Construction Loan
Agreement between the parties; (c) all indebtedness, liabilities, duties,
covenants, promises and other obligations whether joint or several, direct or
indirect, fixed or contingent, liquidated or unliquidated, and the cost of
collection of all such amounts, owed by Grantor to Holder now or hereafter
incurred or arising pursuant to or permitted by the provisions of the Note, the
Construction Loan Agreement, this Deed of Trust, or any other document now or
hereafter evidencing, governing, guaranteeing, securing or otherwise executed in
connection with the loan evidenced by the Note and the Construction Loan
Agreement, including but not limited to any loan or credit agreement, letter of
credit or reimbursement agreement, or other agreement between Grantor and
Holder, or among Grantor, Holder and any other party or parties, pertaining to
the repayment or use of the proceeds of the loan evidenced by the Note (the
Note, the Construction Loan Agreement, this Deed of Trust and such other
documents, as they or any of them may have been or may be from time to time
renewed, extended, supplemented, increased or modified, being herein sometimes
collectively called the “Loan Documents”); and (d) all other loans and
future advances made by Holder to Grantor and all other debts, obligations and
liabilities of Grantor of every kind and character now or hereafter existing in
favor of Holder, whether direct or indirect, primary or secondary, joint or
several, fixed or contingent, secured or unsecured, and whether originally
payable to Holder or to a third party and subsequently acquired by Holder, which
are evidenced by a writing executed or accepted by Holder reciting that they are
secured by this Deed of Trust, it being contemplated that Grantor may hereafter
become indebted to Holder for such further debts, obligations and liabilities;
provided, however, and notwithstanding the foregoing provisions of this clause
(c), this Deed of Trust shall not secure any such other loan, advance, debt,
obligation or liability with respect to which Holder is by applicable law
prohibited from obtaining a lien on real estate nor shall this clause (c)
operate or be effective to constitute or require any assumption or payment by
any person, in any way, of any debt of any other person to the extent that the
same would violate or exceed the limit provided in any applicable usury or other
law.  Notwithstanding the foregoing, or any other conflicting provision of
this Deed of Trust, the Secured Obligations do not include Grantor’s obligations
under the separate Environmental Indemnity Agreement of even date in favor of






Lender (the “EIA”) but do secure Grantor’s obligations under
Section 2.1(m) of this Deed of Trust. 

ARTICLE 2

Representations, Warranties and
Covenants

Section 2.1.

Grantor represents, warrants, and covenants as follows:

(a)

Payment and Performance.  Grantor will make due and
punctual payment of the Secured Indebtedness.  Grantor will timely and
properly perform and comply with all of the covenants, agreements, and
conditions imposed upon it by this Deed of Trust and the other Loan Documents
and will not permit a default to occur hereunder or thereunder.  Time shall
be of the essence in this Deed of Trust.

(b)

Title and Permitted Encumbrances.  Grantor has, in
Grantor’s own right, and Grantor covenants to maintain, lawful, good and
marketable title to the Property, is lawfully seized and possessed of the
Property and every part thereof, and has the right to convey the same, free and
clear of all liens, charges, claims, security interests, and encumbrances except
for (i) the matters, if any, set forth under the heading “Permitted
Encumbrances” in Exhibit B hereto, which are Permitted Encumbrances only
to the extent the same are valid and subsisting and affect the Property, (ii)
the liens and security interests evidenced by this Deed of Trust, (iii)
statutory liens for real estate taxes and assessments on the Property which are
not yet delinquent, (iv) other liens and security interests (if any) in favor of
Lender, and (v) any Leases (as hereinafter defined) made in accordance with this
Deed of Trust and the assignment of such Leases pursuant to Section 3.1 hereof
(the matters described in the foregoing clauses (i), (ii), (iii), (iv), and (v)
being herein called the “Permitted Encumbrances”).  Grantor, and Grantor’s
successors and assigns, will warrant generally and forever defend title to the
Property, subject as aforesaid, to Grantee or its trustee and Holder and their
respective successors or substitutes and assigns, against the claims and demands
of all persons claiming or to claim the same or any part thereof.  Grantor
will punctually pay, perform, observe and keep all covenants, obligations and
conditions in or pursuant to any Permitted Encumbrance and will not modify or
permit modification of any Permitted Encumbrance without the prior written
consent of Holder.  Inclusion of any matter as a Permitted Encumbrance does
not constitute approval or waiver by Grantee or its trustee or Holder of any
existing or future violation or other breach thereof by Grantor, by the Property
or otherwise.  If any right or interest of Grantee or its trustee or Holder
in the Property or any part thereof shall be endangered or questioned or shall
be attacked directly or indirectly, Grantee, its trustee and Holder, or any of
them (whether or not named as parties to legal proceedings with respect
thereto), are hereby authorized and empowered to take such steps as in their
discretion may be proper for the defense of any such legal proceedings or the
protection of such right or interest of Holder, including but not limited to the
employment of independent counsel, the prosecution or defense of litigation, and
the compromise or discharge of adverse claims.  All expenditures so made of
every kind and character shall be a demand obligation (which obligation Grantor
hereby promises to pay) owing by Grantor to Holder or Grantee or its trustee (as
the case may be), and the party (Holder or trustee, as the case may be) making
such expenditures shall be subrogated to all rights of the person receiving such
payment.

(c)

Taxes and Other Impositions.  Grantor will pay, or
cause to be paid, all taxes, assessments and other charges or levies imposed
upon or against or with respect to the Property or the ownership, use, occupancy
or enjoyment of any portion thereof, or any utility service thereto, as the same
become due and payable, including but not limited to all real estate taxes
assessed against the Property or any part thereof, and shall deliver promptly to
Holder such evidence of the payment thereof as Holder may require.

(d)

Insurance.  Grantor shall obtain and maintain at
Grantor’s sole expense: (1) mortgagee title insurance issued to Holder covering
the Premises as required by Holder without exception for mechanics’ liens; (2)
all-risk insurance with respect to all insurable Property, against loss or
damage by fire, lightning, windstorm, explosion, hail, tornado and such hazards
as are presently included in so-called “all-risk” coverage and against such
other insurable hazards as Holder may require, in an amount not less than 100%
of the full replacement cost, including the cost of debris removal, without
deduction for depreciation and sufficient to prevent Grantor and Holder from
becoming a coinsurer, such insurance to be in builder’s risk (non-reporting)
form during and with respect to any construction on the Premises; (3) if and to
the extent any portion of the Premises is in a special flood hazard area, a
flood insurance policy in an amount equal to the lesser of the principal face
amount of the Note or the maximum amount available; (4) comprehensive general
public liability insurance, on an “occurrence” basis, for the benefit of Grantor
and Holder as named insureds; (5) statutory workers’ compensation insurance with
respect to any work on or about the Premises; and (6) such other insurance on
the Property as may from time to time be required by Holder (including but not
limited to business interruption insurance, boiler and machinery insurance,
earthquake insurance, and war risk insurance) and against other insurable
hazards or casualties which at the time are commonly insured against in the case
of premises similarly situated, due regard being given to the height, type,
construction, location, use and occupancy of buildings and improvements.
 All insurance policies shall be issued and maintained by insurers, in
amounts, with deductibles, and in form satisfactory to Holder, and shall require
not less than thirty (30) days’ prior written notice to Holder of any
cancellation or change of coverage.  All insurance policies maintained, or
caused to be maintained, by Grantor with respect to the Property, except for
public liability insurance, shall provide that each such policy shall be primary
without right of contribution from any other insurance that may be carried by
Grantor or Holder and that all of the provisions thereof, except the limits of
liability, shall operate in the same manner as if there were a separate policy
covering each insured.  If any insurer which has issued a policy of title,
hazard, liability or other insurance required pursuant to this Deed of Trust or
any other Loan Document becomes insolvent or the subject of any bankruptcy,
receivership or similar proceeding or if in Holder’s reasonable opinion the
financial responsibility of such insurer is or becomes inadequate, Grantor
shall, in each instance promptly upon the request of Holder and at Grantor’s
expense, obtain and deliver to Holder a like policy (or, if and to the extent
permitted by Holder, a certificate of insurance) issued by another insurer,
which insurer and policy meet the requirements of this Deed of Trust or such
other Loan Document, as the case may be.  





Without limiting the discretion of Holder with respect to required
endorsements to insurance policies, all such policies for loss of or damage to
the Property shall contain a standard mortgagee clause (without contribution)
naming Holder as mortgagee and Loss Payee with loss proceeds payable to Holder
notwithstanding (i) any act, failure to act or negligence of or violation of any
warranty, declaration or condition contained in any such policy by any named
insured; (ii) the occupation or use of the Property for purposes more hazardous
than permitted by the terms of any such policy; (iii) any foreclosure or other
action by Holder under the Loan Documents; or (iv) any change in title to or
ownership of the Property or any portion thereof, such proceeds to be held for
application as provided in the Loan Documents.  The originals of each
initial insurance policy (or to the extent permitted by Holder, a copy of the
original policy and a satisfactory certificate of insurance) shall be delivered
to Holder at the time of execution of this Deed of Trust, with premiums fully
paid, and each renewal or substitute policy (or certificate) shall be delivered
to Holder, with premiums fully paid, at least ten (10) days before the
termination of the policy it renews or replaces.  Grantor shall pay all
premiums on policies required hereunder as they become due and payable and
promptly deliver to Holder evidence satisfactory to Holder of the timely payment
thereof.  If any loss occurs at any time when Grantor has failed to perform
Grantor’s covenants and agreements in this paragraph, Holder shall nevertheless
be entitled to the benefit of all insurance covering the loss and held by or for
Grantor, to the same extent as if it had been made payable to Holder.  Upon
any foreclosure hereof or transfer of title to the Property in extinguishment of
the whole or any part of the Secured Indebtedness, all of Grantor’s right, title
and interest in and to the insurance policies referred to in this Section
(including unearned premiums) and all proceeds payable thereunder shall
thereupon vest in the purchaser at foreclosure or other such transferee, to the
extent permissible under such policies.  Holder shall have the right (but
not the obligation) to make proof of loss for, settle and adjust any claim
under, and receive the proceeds of, all insurance for loss of or damage to the
Property, and the expenses incurred by Holder in the adjustment and collection
of insurance proceeds shall be a part of the Secured Indebtedness and shall be
due and payable to Holder on demand.  Holder shall not be, under any
circumstances, liable or responsible for failure to collect or exercise
diligence in the collection of any of such proceeds or for the obtaining,
maintaining or adequacy of any insurance or for failure to see to the proper
application of any amount paid over to Grantor.  Any such proceeds received
by Holder shall, after deduction therefrom of all reasonable expenses actually
incurred by Holder, including attorneys’ fees, at Holder’s option be (1)
released to Grantor, or (2) applied (upon compliance with such terms and
conditions as may be required by Holder) to repair or restoration, either partly
or entirely, of the Property so damaged, or (3) applied to the payment of the
Secured Indebtedness in such order and manner as Holder, in its sole discretion,
may elect, whether or not due.  In any event, the unpaid portion of the
Secured Indebtedness shall remain in full force and effect and the payment
thereof shall not be excused.  Grantor shall at all times comply with the
requirements of the insurance policies required hereunder and of the issuers of
such policies and of any board of fire underwriters or similar body as
applicable to or affecting the Property.

(e)

Reserve for Insurance, Taxes and Assessments.  Upon
request of Holder, to secure certain of Grantor’s obligations in paragraphs (c)
and (d) above, but not in lieu of such obligations, Grantor will deposit with
Holder a sum equal to real estate taxes, assessments and charges (which charges
for the purpose of this paragraph shall include without limitation any recurring
charge which could result in a lien against the Property) against the Property
for the current year and the premiums for such policies of insurance for the
current year, all as estimated by Holder and prorated to the end of the calendar
month following the month during which Holder’s request is made, and thereafter
will deposit with Holder, on each date when an installment of principal and/or
interest is due on the Note, sufficient funds (as estimated from time to time by
Holder) to permit Holder to pay at least fifteen (15) days prior to the due date
thereof, the next maturing real estate taxes, assessments and charges and
premiums for such policies of insurance.  Holder shall have the right to
rely upon tax information furnished by applicable taxing authorities in the
payment of such taxes or assessments and shall have no obligation to make any
protest of any such taxes or assessments.  To the extent permitted by law,
any excess over the amounts required for such purposes shall be held by Holder
for future use, applied to any Secured Indebtedness or refunded to Grantor, at
Holder’s option, and any deficiency in such funds so deposited shall be made up
by Grantor upon demand of Holder.  All such funds so deposited shall bear
no interest, may be mingled with the general funds of Holder and shall be
applied by Holder toward the payment of such taxes, assessments, charges and
premiums when statements therefor are presented to Holder by Grantor (which
statements shall be presented by Grantor to Holder a reasonable time before the
applicable amount is due); provided, however, that, if a default shall have
occurred hereunder, such funds may at Holder’s option be applied to the payment
of the Secured Indebtedness in the order determined by Holder in its sole
discretion, and that Holder may (but shall have no obligation to) at any time,
in its discretion, apply all or any part of such funds toward the payment of any
such taxes, assessments, charges or premiums which are past due, together with
any penalties or late charges with respect thereto.  The conveyance or
transfer of Grantor’s interest in the Property for any reason (including without
limitation the foreclosure of a subordinate lien or security interest or a
transfer by operation of law) shall constitute an assignment or transfer of
Grantor’s interest in and rights to such funds held by Holder under this
paragraph but subject to the rights of Holder hereunder.

(f)

Condemnation.  Grantor shall notify Holder immediately
of any threatened or pending proceeding for condemnation affecting the Property
or arising out of damage to the Property, and Grantor shall, at Grantor’s
expense, diligently prosecute any such proceedings.  Holder shall have the
right (but not the obligation) to participate in any such proceeding and to be
represented by counsel of its own choice.  Holder shall be entitled to
receive all sums which may be awarded or become payable to Grantor for the
condemnation of the Property, or any part thereof, for public or quasi-public
use, or by virtue of private sale in lieu thereof, and any sums which may be
awarded or become payable to Grantor for injury or damage to the Property.
 Grantor shall, promptly upon request of Holder, execute such additional
assignments and other documents as may be necessary from time to time to permit
such participation and to enable Holder to collect and receipt for any such
sums.  All such sums are hereby assigned to Holder, and shall, after
deduction therefrom of all reasonable expenses actually incurred by Holder,
including attorneys’ fees, at Holder’s option be (1) released to Grantor, or (2)
applied (upon compliance with such terms and conditions as may be required by
Holder) to repair or restoration of the Property so affected, or (3) applied to
the payment of the Secured Indebtedness in such order and manner as Holder, in
its sole discretion, may elect, whether or not due.  In any event the
unpaid portion of the Secured Indebtedness shall remain in full force and effect
and the payment thereof shall not be excused.  Holder shall not be, under
any circumstances, liable or responsible for failure to collect or to exercise
diligence in the collection of any such sum or for failure to see to the proper
application of any amount paid over to Grantor.  Holder is hereby
authorized, in the name of Grantor, to execute and deliver valid acquittances
for, and to appeal from, any such award, judgment or decree.  All costs and
expenses (including but not limited to attorneys’ fees) incurred by Holder in
connection with any condemnation shall be a demand obligation owing by Grantor
(which Grantor hereby promises to pay) to Holder pursuant to this Deed of
Trust.

(g)

Compliance with Legal Requirements.  The Property and
the use, operation and maintenance thereof and all activities thereon do and
shall at all times comply with all applicable Legal Requirements (hereinafter
defined).  The Property is not, and shall not be, dependent on any other
property or premises or any interest therein other than the Property to fulfill
any requirement of any Legal Requirement.  Grantor shall not, by act or
omission, permit any building or other improvement not subject to the lien of
this Deed of Trust to rely on the Property or any interest therein to fulfill
any requirement of any Legal Requirement.  No improvement upon or use of
any part of the Property constitutes a nonconforming use under any zoning law or
similar law or ordinance.  Grantor has obtained and shall preserve in force
all requisite zoning, utility, building, health, environmental and operating
permits from the governmental authorities having jurisdiction over the
Property.

If Grantor receives a notice or claim from any person that the
Property, or any use, activity, operation or maintenance thereof or thereon, is
not in compliance with any Legal Requirement, Grantor will promptly furnish a
copy of such notice or claim to Holder.  Grantor has received no notice and
has no knowledge of any such noncompliance.  As used in this Deed of Trust:
 (i) the term “Legal Requirement” means any Law (hereinafter defined),
agreement, covenant, restriction, easement or condition (including, without
limitation of the foregoing, any condition or requirement imposed by any
insurance or surety company), as any of the same now exists or may be changed or
amended or come into effect in the future; and (ii) the term “Law” means any
federal, state or local law, statute, ordinance, code, rule, regulation,
license, permit, authorization, decision, order, injunction or decree, domestic
or foreign.

(h)

Maintenance, Repair and Restoration.  Grantor will
keep the Property in first class order, repair, operating condition and
appearance, causing all necessary repairs, renewals, replacements, additions and
improvements to be promptly made, and will not allow any of the Property to be
misused, abused or wasted or to deteriorate.  Notwithstanding the
foregoing, Grantor will not, without the prior written consent of Holder, (i)
remove from the Property any fixtures or personal property covered by this Deed
of Trust except such as is replaced by Grantor by an article of equal
suitability and value, owned by Grantor, free and clear of any lien or security
interest (except that created by this Deed of Trust), or (ii) make any
structural alteration to the Property or any other alteration thereto which
impairs the value thereof. If any act or occurrence of any kind or nature
(including any condemnation or any casualty for which insurance was not obtained
or obtainable) shall result in damage to or loss or destruction of the Property,
Grantor shall give prompt notice thereof to Holder and Grantor shall promptly,
at Grantor’s sole cost and expense and regardless of whether insurance or
condemnation proceeds (if any) shall be available or sufficient for the purpose,
secure the Property as necessary and commence and continue diligently to
completion to restore, repair, replace and rebuild the Property as nearly as
possible to its value, condition and character immediately prior to the damage,
loss or destruction.

(i)

No Other Liens.  Grantor will not, without the prior
written consent of Holder, create, place or permit to be created or placed, or
through any act or failure to act, acquiesce in the placing of, or allow to
remain, any deed of trust, mortgage, voluntary or involuntary lien, whether
statutory, constitutional or contractual, security interest, encumbrance or
charge, or conditional sale or other title retention document, against or
covering the Property, or any part thereof, other than the Permitted
Encumbrances, regardless of whether the same are expressly or otherwise
subordinate to the lien or security interest created in this Deed of Trust, and
should any of the foregoing become attached hereafter in any manner to any part
of the Property without the prior written consent of Holder, Grantor will cause
the same to be promptly discharged and released.  Grantor will own all
parts of the Property and will not acquire any fixtures, equipment or other
property forming a part of the Property pursuant to a lease, license, security
agreement or similar agreement, whereby any party has or may obtain the right to
repossess or remove same, without the prior written consent of Holder.  If
Holder consents to the voluntary grant by Grantor of any deed of trust, lien,
security interest, or other encumbrance (hereinafter called “Subordinate
Lien”) covering any of the Property or if the foregoing prohibition is
determined by a court of competent jurisdiction to be unenforceable as to a
Subordinate Lien, any such Subordinate Lien shall contain express covenants to
the effect that: (1) the Subordinate Lien is unconditionally subordinate to this
Deed of Trust and all Leases (hereinafter defined); (2) if any action (whether
judicial or pursuant to a power of sale) shall be instituted to foreclose or
otherwise enforce the Subordinate Lien, no tenant of any of the Leases
(hereinafter defined) shall be named as a party defendant, and no action shall
be taken that would terminate any occupancy or tenancy without the prior written
consent of Holder; (3) Rents (hereinafter defined), if collected by or for the
holder of the Subordinate Lien, shall be applied first to the payment of the
Secured Indebtedness then due and expenses incurred in the ownership, operation
and maintenance of the Property in such order as Holder may determine, prior to
being applied to any indebtedness secured by the Subordinate Lien; (4) written
notice of default under the Subordinate Lien and written notice of the
commencement of any action (whether judicial or pursuant to a power of sale) to
foreclose or otherwise enforce the Subordinate Lien or to seek the appointment
of a receiver for all or any part of the Property shall be given to Holder with
or immediately after the occurrence of any such default or commencement; and (5)
neither the holder of the Subordinate Lien, nor any purchaser at foreclosure
thereunder, nor anyone claiming by, through or under any of them shall succeed
to any of Grantor’s rights hereunder without the prior written consent of
Holder.

(j)

Operation of Property.  Grantor will operate the
Property in a good and workmanlike manner and in accordance with all Legal
Requirements and will pay all fees or charges of any kind in connection
therewith.  Grantor will keep the Property occupied so as not to impair the
insurance carried thereon.  Grantor will not use or occupy or conduct any
activity on, or allow the use or occupancy of or the conduct of any activity on,
the Property in any manner which violates any Legal Requirement or which
constitutes a public or private nuisance or which makes void, voidable or
cancelable, or increases the premium of, any insurance then in force with
respect thereto.  Grantor will not initiate or permit any zoning
reclassification of the Property or seek any variance under existing zoning
ordinances applicable to the Property or use or permit the use of the Property
in such a manner which would result in such use becoming a nonconforming use
under applicable zoning ordinances or other Legal Requirement.  Grantor
will not impose any easement, restrictive covenant or encumbrance upon the
Property, execute or file any subdivision plat or condominium declaration
affecting the Property or consent to the annexation of the Property to any
municipality or to the inclusion of the Property in any community facility or
improvement or other special district, without the prior written consent of
Holder.  Grantor will not do or suffer to be done any act whereby the value
of any part of the Property may be lessened.  Grantor will preserve,
protect, renew, extend and retain all material rights and privileges granted for
or applicable to the Property.  Without the prior written consent of
Holder, there shall be no drilling or exploration for or extraction, removal or
production of any mineral, hydrocarbon, gas, natural element, compound or
substance (including sand and gravel) from the surface or subsurface of the Land
regardless of the depth thereof or the method of mining or extraction thereof.
 Grantor will cause all debts and liabilities of any character (including
without limitation all debts and liabilities for labor, material and equipment
and all debts and charges for utilities servicing the Property) incurred in the
construction, maintenance, operation and development of the Property to be
promptly paid.

(k)

Financial Matters.  Grantor is solvent after giving
effect to all borrowings contemplated by the Loan Documents and no proceeding
under any Debtor Relief Law (hereinafter defined) is pending (or, to Grantor’s
knowledge, threatened) by or against Grantor, or any affiliate of Grantor, as a
debtor.  All reports, statements, plans, budgets, applications, agreements
and other data and information heretofore furnished or hereafter to be furnished
by or on behalf of Grantor to Holder in connection with the loan or loans
evidenced by the Loan Documents (including, without limitation, all financial
statements and financial information) are and will be true, correct and complete
in all material respects as of their respective dates and do not and will not
omit to state any fact or circumstance necessary to make the statements
contained therein not misleading.  No material adverse change has occurred
since the dates of such reports, statements and other data in the financial
condition of Grantor or, to Grantor’s knowledge, of any tenant under any lease
described therein.  For the purposes of this paragraph, “Grantor” shall
also include any person liable directly or indirectly for the Secured
Indebtedness or any part thereof and any joint venturer or general partner of
Grantor.

(l)

Status of Grantor; Suits and Claims; Loan Documents.
 If Grantor is a corporation, partnership, limited liability company, or
other legal entity, Grantor is and will continue to be (i) duly organized,
validly existing and in good standing under the laws of its state of
organization, (ii) authorized to do business in, and in good standing in, each
state in which the Property is located, and (iii) possessed of all requisite
power and authority to carry on its business and to own and operate the
Property.  Each Loan Document executed by Grantor has been duly authorized,
executed and delivered by Grantor, and the obligations thereunder and the
performance thereof by Grantor in accordance with their terms are and will
continue to be within Grantor’s power and authority (without the necessity of
joinder or consent of any other person), are not and will not be in
contravention of any Legal Requirement or any other document or agreement to
which Grantor or the Property is subject, and do not and will not result in the
creation of any encumbrance against any assets or properties of Grantor, or any
other person liable, directly or indirectly, for any of the Secured
Indebtedness, except as expressly contemplated by the Loan Documents.
 There is no suit, action, claim, investigation, inquiry, proceeding or
demand pending (or, to Grantor’s knowledge, threatened) against Grantor or
against any other person liable directly or indirectly for the Secured
Indebtedness or which affects the Property (including, without limitation, any
which challenges or otherwise pertains to Grantor’s title to the Property) or
the validity, enforceability or priority of any of the Loan Documents.
 There is no judicial or administrative action, suit or proceeding pending
(or, to Grantor’s knowledge, threatened) against Grantor, or against any other
person liable directly or indirectly for the Secured Indebtedness, except as has
been disclosed in writing to Holder in connection with the loan evidenced by the
Note.  The Loan Documents constitute legal, valid and binding obligations
of Grantor enforceable in accordance with their terms, except as the
enforceability thereof may be limited by Debtor Relief Laws (hereinafter
defined) and except as the availability of certain remedies may be limited by
general principles of equity.  Grantor is not a “foreign person” within the
meaning of the Internal Revenue Code of 1986, as amended, Sections 1445 and 7701
(i.e. Grantor is not a non-resident alien, foreign corporation, foreign
partnership, foreign trust or foreign estate as those terms are defined therein
and in any regulations promulgated thereunder).  The loan evidenced by the
Note is solely for business and/or investment purposes, and is not intended and
will not be used for any personal, family, household or agricultural purposes.
 Grantor further warrants that the proceeds of the Note shall be used for
commercial purposes and stipulates that the loan evidenced by the Note shall be
construed for all purposes as a commercial loan.  Grantor will not cause or
permit any change to be made in its name, identity, or organizational structure,
unless Grantor shall have notified Holder of such change prior to the effective
date of such change, and shall have first taken all action required by Holder
for the purpose of further perfecting or protecting the lien and security
interest of Holder in the Property.  Grantor’s principal place of business
and chief executive office, and the place where Grantor keeps its books and
records concerning the Property, has for the preceding four months been and will
continue to be (unless Grantor notifies Holder of any change in writing prior to
the date of such change) the address of Grantor set forth at the beginning of
this Deed of Trust.

(m)

Environmental Matters.  Grantor represents and
warrants to Grantee and its trustee and each Holder that:  (a) there
has been no disposal, discharge, deposit, injection, dumping, leaking, spilling,
placing or escape of any toxic or hazardous substance, waste, pollutant or
contaminant (as those items are defined or described under federal, state or
local laws, regulations or requirements) on, in, under or from any of the
Property and there is and will be no facility in or on any of the Land which is
used for the treatment, storage or disposal of any toxic or hazardous material,
substance, waste, pollutant or contaminant (as those terms are defined or
described in federal, state or local laws, regulations or requirements);
(b) all Improvements are and will remain free of asbestos; (c) the
Land is and will remain free of soil or groundwater contamination; and (d) the
Property and the business conducted thereon are and shall continue to be in full
compliance with all environmental laws and regulations, including without
limitation all laws and regulations described in the EIA.  Grantor shall
indemnify and save and hold harmless Grantee and its trustee and each Holder and
their successors and assigns for, from and against all claims, liabilities,
proceedings, suits, losses, damages (including punitive damages), judgments and
environmental response and clean up costs, fines, penalties and expenses
(including reasonable counsel fees, costs and expenses incurred in investigating
and defending against the assertion of any such liabilities, regardless of their
merit), which may be asserted against, sustained, suffered or incurred by
Grantee and its trustee or any Holder or their successors and assigns because of
the existence of any such toxic or hazardous material, substance, waste,
pollutant or contaminant or arising from any other violation of any governmental
law, regulation or requirement now or hereafter in effect relating to human
health or the safety or protection of the environment.  This indemnity
shall include claims asserted by any federal, state or local governmental agency
or any private party and shall continue in effect following any release and
reconveyance of this Deed of Trust or foreclosure or other realization upon the
security by Grantee, its trustee or any Holder or their successors and assigns,
or any conveyance in lieu of such foreclosure or other realization.


(n)

Further Assurances.  Grantor will, promptly on request
of Holder, (i) correct any defect, error or omission which may be discovered in
the contents, execution or acknowledgment of this Deed of Trust or any other
Loan Document; (ii) execute, acknowledge, deliver, procure and record and/or
file such further documents (including, without limitation, further deeds of
trust, security agreements, financing statements, continuation statements, and
assignments of rents or leases) and do such further acts as may be necessary,
desirable or proper to carry out more effectively the purposes of this Deed of
Trust and the other Loan Documents, to more fully identify and subject to the
liens and security interests hereof any property intended to be covered hereby
(including specifically, but without limitation, any renewals, additions,
substitutions, replacements, or appurtenances to the Property) or as deemed
advisable by Holder to protect the lien or the security interest hereunder
against the rights or interests of third persons; and (iii) provide such
certificates, documents, reports, information, affidavits and other instruments
and do such further acts as may be necessary, desirable or proper in the
reasonable determination of Holder to enable Holder to comply with the
requirements or requests of any agency having jurisdiction over Holder or any
examiners of such agencies with respect to the indebtedness secured hereby,
Grantor or the Property.  Grantor shall pay all costs connected with any of
the foregoing, which shall be a demand obligation owing by Grantor (which
Grantor hereby promises to pay) to Holder pursuant to this Deed of Trust.

(o)

Fees and Expenses.  Without limitation of any other
provision of this Deed of Trust or of any other Loan Document and to the extent
not prohibited by applicable law, Grantor will pay, and will reimburse to Holder
and/or Grantee or its trustee on demand to the extent paid by Holder and/or
Grantee or its trustee: (i) all appraisal fees, filing, registration and
recording fees, recordation, transfer and other taxes, brokerage fees and
commissions, abstract fees, title search or examination fees, title policy and
endorsement premiums and fees, uniform commercial code search fees, judgment and
tax lien search fees, escrow fees, attorneys’ fees, architect fees, engineer
fees, construction consultant fees, environmental inspection fees, survey fees,
and all other costs and expenses of every character incurred by Grantor or
Holder and/or Grantee or its trustee in connection with the preparation of the
Loan Documents, the evaluation, closing and funding of the loan evidenced by the
Loan Documents, and any and all amendments and supplements to this Deed of
Trust, the Note or any other Loan Documents or any approval, consent, waiver,
release or other matter requested or required hereunder or thereunder, or
otherwise attributable or chargeable to Grantor as owner of the Property; and
(ii) all costs and expenses, including attorneys’ fees and expenses, incurred or
expended in connection with the exercise of any right or remedy, or the defense
of any right or remedy or the enforcement of any obligation of Grantor,
hereunder or under any other Loan Document.

(p)

Indemnification.

(i)

Grantor will indemnify and hold harmless Holder and Grantee and
its trustee in for, from and against, and reimburse them on demand for, any and
all Indemnified Matters (hereinafter defined).  For purposes of this
paragraph (p), the terms “Holder,” “Grantee” and “trustee” shall include Holder,
Grantee and any trustee, respectively, and any persons owned or controlled by,
owning or controlling, or under common control or affiliated with Holder or
Grantee or its trustee respectively and the directors, officers, partners,
employees, attorneys, agents and representatives of each of them.  Without
limitation, the foregoing indemnities shall apply to each indemnified person
with respect to matters which in whole or in part are caused by or arise out of
the negligence of such (and/or any other) indemnified person.  However,
such indemnities shall not apply to a particular indemnified person to the
extent that the subject of the indemnification is caused by or arises out of the
gross negligence or willful misconduct of that indemnified person. Any amount to
be paid under this paragraph (p) by Grantor to Holder and/or Grantee or its
trustee shall be a demand obligation owing by Grantor (which Grantor hereby
promises to pay) to Holder and/or Grantee or its trustee pursuant to this Deed
of Trust.  Nothing in this paragraph, elsewhere in this Deed of Trust or in
any other Loan Document shall limit or impair any rights or remedies of Holder
and/or Grantee or its trustee (including without limitation any rights of
contribution or indemnification) against Grantor or any other person under any
other provision of this Deed of Trust, any other Loan Document, any other
agreement or any applicable Legal Requirement.

(ii)

As used herein, the term “Indemnified Matters” means any and all
claims, demands, liabilities (including strict liability), losses, damages
(including consequential damages), causes of action, judgments, penalties,
fines, costs and expenses (including without limitation, reasonable fees and
expenses of attorneys and other professional consultants and experts, and of the
investigation and defense of any claim, whether or not such claim is ultimately
defeated, and the settlement of any claim or judgment including all value paid
or given in settlement) of every kind, known or unknown, foreseeable or
unforeseeable, which may be imposed upon, asserted against or incurred or paid
by Holder and/or Grantee or its trustee at any time and from time to time,
whenever imposed, asserted or incurred, because of, resulting from, in
connection with, or arising out of any transaction, act, omission, event or
circumstance in any way connected with the Property or with this Deed of Trust
or any other Loan Document (except the EIA), including but not limited to any
bodily injury or death or property damage occurring in or upon or in the
vicinity of the Property through any cause whatsoever at any time on or before
the Release Date (hereinafter defined) any act performed or omitted to be
performed hereunder or under any other Loan Document (except the EIA), any
breach by Grantor of any representation, warranty, covenant, agreement or
condition contained in this Deed of Trust or in any other Loan Document (except
the EIA), any default as defined herein, or any claim under or with respect to
any Lease (hereinafter defined).  The term “Release Date” as used herein
means the earlier of the following two dates: (i) the date on which the
indebtedness and obligations secured hereby have been paid and performed in full
and this Deed of Trust has been released, or (ii) the date on which the lien of
this Deed of Trust is fully and finally foreclosed or a conveyance by deed in
lieu of such foreclosure is fully and finally effective, and possession of the
Property has been given to the purchaser or grantee free of occupancy and claims
to occupancy by Grantor and Grantor’s heirs, devisees, representatives,
successors and assigns; provided, that if such payment, performance, release,
foreclosure or conveyance is challenged, in bankruptcy proceedings or otherwise,
the Release Date shall be deemed not to have occurred until such challenge is
rejected, dismissed or withdrawn with prejudice.  The indemnities in this
paragraph (p) shall not terminate upon the Release Date or upon the release,
foreclosure or other termination of this Deed of Trust but will survive the
Release Date, foreclosure of this Deed of Trust or conveyance in lieu of
foreclosure, the repayment of the Secured Indebtedness, the discharge and
release of this Deed of Trust and the other Loan Documents, any bankruptcy or
other debtor relief proceeding, and any other event whatsoever.

(q)

Records and Financial Reports.  Grantor will keep
accurate books and records in accordance with sound accounting principles in
which full, true and correct entries shall be promptly made with respect to the
Property and the operation thereof, and will permit all such books and records
to be inspected and copied, and the Property to be inspected and photographed,
by Holder and its representatives during normal business hours and at any other
reasonable times.  Without limitation of other or additional requirements
in any of the other Loan Documents, Grantor will furnish to Holder:  (i)
current operating statements itemizing all income and expenses of the Property,
for each month (and for the fiscal year through the end of such month) as soon
as reasonably practicable but in any event within fifteen (15) days after the
end of such month and for each fiscal year of Grantor within sixty (60) days
after the end thereof including also a projection of such operations for the
next fiscal year; and (ii) a balance sheet (including disclosure of all
contingent liabilities), an income statement of Grantor and tax return within
thirty (30) days after the one-year anniversary of the date of the most recent
financial statement delivered to Holder in the case of an individual, otherwise
in all other cases, for each fiscal year of Grantor as soon as reasonably
practicable following the end of such fiscal year, but in any event within
ninety (90) days after the end thereof.  Each financial statement submitted
pursuant to this paragraph shall be prepared in accordance with generally
accepted accounting principles, consistently applied, and be certified in
writing as true and correct by Grantor (or if Grantor is not a natural person,
by a representative of Grantor acceptable to Holder).  Year end financial
statements shall be audited by a certified public accountant acceptable to the
Holder.  





Grantor will furnish to Holder at Grantor’s expense all evidence
which Holder may from time to time reasonably request as to compliance with all
provisions of the Loan Documents.  Any inspection or audit of the Property
or the books and records of Grantor, or the procuring of documents and financial
and other information, by or on behalf of Holder shall be for Holder’s
protection only, and shall not constitute any assumption of responsibility to
Grantor or anyone else with regard to the condition, construction, maintenance
or operation of the Property nor Holder’s approval of any certification given to
Holder nor relieve Grantor of any of Grantor’s obligations.  Holder may
from time to time assign or grant participations in the Secured Indebtedness and
Grantor consents to the delivery by Holder to any acquirer or prospective
acquirer of any interest or participation in or with respect to all or part of
the Secured Indebtedness such information as Holder now or hereafter has
relating to the Property, Grantor, any party obligated for payment of any part
of the Secured Indebtedness, any tenant or guarantor under any lease affecting
any part of the Property and any agent or guarantor under any management
agreement affecting any part of the Property.

(r)

Taxes on Note or Deed of Trust.  Grantor will promptly
pay all income, franchise and other taxes owing by Grantor and any stamp,
documentary, recordation and transfer taxes or other taxes (unless such payment
by Grantor is prohibited by law) which may be required to be paid with respect
to the Note, this Deed of Trust or any other instrument evidencing or securing
any of the Secured Indebtedness.  In the event of the enactment after this
date of any law of any governmental entity applicable to Holder, the Note, the
Property or this Deed of Trust deducting from the value of property for the
purpose of taxation any lien or security interest thereon, or imposing upon
Holder the payment of the whole or any part of the taxes or assessments or
charges or liens herein required to be paid by Grantor, or changing in any way
the laws relating to the taxation of deeds of trust or mortgages or security
agreements or debts secured by deeds of trust or mortgages or security
agreements or the interest of the mortgagee or secured party in the property
covered thereby, or the manner of collection of such taxes, so as to affect this
Deed of Trust or the Secured Indebtedness or Holder, then, and in any such
event, Grantor, upon demand by Holder, shall pay such taxes, assessments,
charges or liens, or reimburse Holder therefor; provided, however, that if in
the opinion of counsel for Holder (i) it might be unlawful to require Grantor to
make such payment or (ii) the making of such payment might result in the
imposition of interest beyond the maximum amount permitted by law, then and in
such event, Holder may elect, by notice in writing given to Grantor, to declare
all of the Secured Indebtedness to be and become due and payable sixty (60) days
from the giving of such notice.

(s)

Statement Concerning Note or Deed of Trust.  Grantor
shall at any time and from time to time furnish within seven (7) days of request
by Holder a written statement in such form as may be required by Holder stating
that (i) the Note, this Deed of Trust and the other Loan Documents are valid and
binding obligations of Grantor, enforceable against Grantor in accordance with
their terms; (ii) the unpaid principal balance of the Note; (iii) the date to
which interest on the Note is paid; (iv) the Note, this Deed of Trust and the
other Loan Documents have not been released, subordinated or modified; and (v)
there are no offsets or defenses against the enforcement of the Note, this Deed
of Trust or any other Loan Document.  If any of the foregoing statements in
clauses (i), (iv) and (v) are untrue, Grantor shall, alternatively, specify the
reasons therefor.

Section 2.2.

Performance by Holder on Grantor’s Behalf.  Grantor
agrees that, if Grantor fails to perform any act or to take any action which
under any Loan Document Grantor is required to perform or take, or to pay any
money which under any Loan Document Grantor is required to pay, and whether or
not the failure then constitutes a default hereunder or thereunder, and whether
or not there has occurred any default or defaults hereunder or the Secured
Indebtedness has been accelerated, Holder, in Grantor’s name or its own name,
may, but shall not be obligated to, perform or cause to be performed such act or
take such action or pay such money, and any expenses so incurred by Holder and
any money so paid by Holder shall be a demand obligation owing by Grantor to
Holder (which obligation Grantor hereby promises to pay), shall be a part of the
indebtedness secured hereby, and Holder, upon making such payment, shall be
subrogated to all of the rights of the person, entity or body politic receiving
such payment.  Holder and its designees shall have the right to enter upon
the Property at any time and from time to time for any such purposes.  No
such payment or performance by Holder shall waive or cure any default or waive
any right, remedy or recourse of Holder.  Any such payment may be made by
Holder in reliance on any statement, invoice or claim without inquiry into the
validity or accuracy thereof.  Each amount due and owing by Grantor to
Holder pursuant to this Deed of Trust shall bear interest, from the date such
amount becomes due until paid, at the rate per annum provided in the Note for
interest on past due principal owed on the Note but never in excess of the
maximum nonusurious amount permitted by applicable law, which interest shall be
payable to Holder on demand; and all such amounts, together with such interest
thereon, shall automatically and without notice be a part of the indebtedness
secured hereby.  The amount and nature of any expense by Holder hereunder
and the time when paid shall be fully established by the certificate of Holder
or any of Holder’s officers or agents.

Section 2.3.

Absence of Obligations of Holder with Respect to Property.
 Notwithstanding anything in this Deed of Trust to the contrary, including,
without limitation, the definition of “Property” and/or the provisions of
Article 3 hereof, (i) to the extent permitted by applicable law, the Property is
composed of Grantor’s rights, title and interests therein but not Grantor’s
obligations, duties or liabilities pertaining thereto, (ii) Holder neither
assumes nor shall have any obligations, duties or liabilities in connection with
any portion of the items described in the definition of “Property” herein,
either prior to or after obtaining title to such Property, whether by
foreclosure sale, the granting of a deed in lieu of foreclosure or otherwise,
and (iii) Holder may, at any time prior to or after the acquisition of title to
any portion of the Property as above described, advise any party in writing as
to the extent of Holder’s interest therein and/or expressly disaffirm in writing
any rights, interests, obligations, duties and/or liabilities with respect to
such Property or matters related thereto.  Without limiting the generality
of the foregoing, it is understood and agreed that Holder shall have no
obligations, duties or liabilities prior to or after acquisition of title to any
portion of the Property, as lessee under any lease or purchaser or seller under
any contract or option unless Holder elects otherwise by written
notification.





ARTICLE 3

Assignment of Rents and Leases

Section 3.1.

Assignment.  Grantor hereby assigns to Holder all
Rents (hereinafter defined) and all of Grantor’s rights in and under all Leases
(hereinafter defined).  So long as no Default (hereinafter defined) has
occurred, Grantor shall have a license (which license shall terminate
automatically and without further notice upon the occurrence of a Default) to
collect, but not prior to accrual, the Rents under the Leases and, where
applicable, subleases, such Rents to be held in trust for Holder and to
otherwise deal with all Leases as permitted by this Deed of Trust.  Each
month, provided no Default has occurred, Grantor may retain such Rents as were
collected that month and held in trust for Holder; provided, however, that all
Rents collected by Grantor shall be applied solely to the ordinary and necessary
expenses of owning and operating the Property or paid to Holder.  Upon the
revocation of such license, all Rents shall be paid directly to Holder and not
through Grantor, all without the necessity of any further action by Holder,
including, without limitation, any action to obtain possession of the Land,
Improvements or any other portion of the Property or any action for the
appointment of a receiver.  Grantor hereby authorizes and directs the
tenants under the Leases to pay Rents to Holder upon written demand by Holder,
without further consent of Grantor, without any obligation of such tenants to
determine whether a Default has in fact occurred and regardless of whether
Holder has taken possession of any portion of the Property, and the tenants may
rely upon any written statement delivered by Holder to the tenants.  Any
such payments to Holder shall constitute payments to Grantor under the Leases,
and Grantor hereby irrevocably authorizes Holder to do all things, after a
Default, which Grantor might otherwise do with respect to the Property and the
Leases thereon, including, without limitation, (i) collecting Rents with or
without suit and applying the same, less expenses of collection, to any of the
obligations secured hereunder or to expenses of operating and maintaining the
Property (including reasonable reserves for anticipated expenses), at the option
of the Holder, all in such manner as may be determined by Holder, or at the
option of Holder, holding the same as security for the payment of the Secured
Obligations, (ii) leasing, in the name of Grantor, the whole or any part of the
Property which may become vacant, and (iii) employing agents therefor and paying
such agents reasonable compensation for their services.  The curing of such
Default, unless other Defaults also then exist, shall entitle Grantor to recover
its aforesaid license to do any such things which Grantor might otherwise do
with respect to the Property and the Leases thereon and to again collect such
Rents.  The powers and rights granted in this paragraph shall be in
addition to the other remedies herein provided for upon the occurrence of a
Default and may be exercised independently of or concurrently with any of said
remedies.  Nothing in the foregoing shall be construed to impose any
obligation upon Holder to exercise any power or right granted in this paragraph
or to assume any liability under any Lease of any part of the Property and no
liability shall attach to Holder for failure or inability to collect any Rents
under any such Lease.  The assignment contained in this Section shall
become null and void upon the release of this Deed of Trust.  As used
herein: (i) “Lease” means each existing or future lease, sublease (to the extent
of Grantor’s rights thereunder) or other agreement under the terms of which any
person has or acquires any right to occupy or use the Property, or any part
thereof, or interest therein, and each existing or future guaranty of payment or
performance thereunder, and all extensions, renewals, modifications and
replacements of each such lease, sublease, agreement or guaranty; and (ii)
“Rents” means all of the rents, revenue, income, profits and proceeds derived
and to be derived from the Property or arising from the use or enjoyment of any
portion thereof or from any Lease, including but not limited to the proceeds
from any negotiated lease termination or buyout of such Lease, liquidated
damages following default under any such Lease, all proceeds payable under any
policy of insurance covering loss of rents resulting from untenantability caused
by damage to any part of the Property, all of Grantor’s rights to recover
monetary amounts from any tenant in bankruptcy including, without limitation,
rights of recovery for use and occupancy and damage claims arising out of Lease
defaults, including rejections, under any applicable Debtor Relief Law
(hereinafter defined), together with any sums of money that may now or at any
time hereafter be or become due and payable to Grantor by virtue of any and all
royalties, overriding royalties, bonuses, delay rentals and any other amount of
any kind or character arising under any and all present and all future oil, gas,
mineral and mining leases covering the Property or any part thereof, and all
proceeds and other amounts paid or owing to Grantor under or pursuant to any and
all contracts and bonds relating to the construction or renovation of the
Property.

Section 3.2.

Covenants, Representations and Warranties Concerning Leases and
Rents.  Grantor covenants, represents and warrants that: (a) Grantor
has good title to, and is the owner of the entire landlord’s interest in, the
Leases and Rents hereby assigned and authority to assign them; (b) all Leases
are valid and enforceable, and in full force and effect, and are unmodified
except as stated therein; (c)  neither Grantor nor any tenant in the
Property is in default under its Lease (and no event has occurred which with the
passage of time or notice or both would result in a default under its Lease) or
is the subject of any bankruptcy, insolvency or similar proceeding; (d) unless
otherwise stated in a Permitted Encumbrance, no Rents or Leases  have been
or will be assigned, mortgaged, pledged or otherwise encumbered and no other
person has or will acquire any right, title or interest in such Rents or Leases;
(e) no Rents have been waived, released, discounted, set off or compromised; (f)
except as stated in the Leases, Grantor has not received any funds or deposits
from any tenant for which credit has not already been made on account of accrued
Rents; (g) Grantor shall perform all of its obligations under the Leases and
enforce the tenants’ obligations under the Leases to the extent enforcement is
prudent under the circumstances; (h) Grantor will not without the prior written
consent of Holder, enter into any Lease after the date hereof, or waive,
release, discount, set off, compromise, reduce or defer any Rent, receive or
collect Rents more than one (1) month in advance, grant any rent-free period to
any tenant, reduce any Lease term or waive, release or otherwise modify any
other material obligation under any Lease, renew or extend any Lease except in
accordance with a right of the tenant thereto in such Lease, approve or consent
to an assignment of a Lease or a subletting of any part of the premises covered
by a Lease, or settle or compromise any claim against a tenant under a Lease in
bankruptcy or otherwise; (i) Grantor will not, without the prior written consent
of Holder, terminate or consent to the cancellation or surrender of any Lease
having an unexpired term of one (1) year or more; (j) Grantor will not execute
any Lease except in accordance with the Loan Documents and for actual occupancy
by the tenant thereunder; (k) Grantor shall give prompt notice to Holder, as
soon as Grantor first obtains notice, of any claim, or the commencement of any
action, by any tenant or subtenant under or with respect to a Lease regarding
any claimed damage, default, diminution of or offset against Rent, cancellation
of the Lease, or constructive eviction, excluding, however, notices of default
under residential Leases, and Grantor shall defend, at Grantor’s expense, any
proceeding pertaining to any Lease, including, if Holder so requests, any such
proceeding to which Holder is a party; (l) Grantor shall as often as requested
by Holder, within ten (10) days of each request, deliver to Holder a complete
rent roll of the Property in such detail as Holder may require and financial
statements of the tenants, subtenants and guarantors under the Leases to the
extent available to Grantor, and deliver to such of the tenants and others
obligated under the Leases specified by Holder written notice of the assignment
in Section 3.1 hereof in form and content satisfactory to Holder; (m) promptly
upon request by Holder, Grantor shall deliver to Holder executed originals of
all Leases and copies of all records relating thereto; (n) there shall be no
merger of the leasehold estates created by the Leases, with the fee estate of
the Land without the prior written consent of Holder; and (o) Holder may at any
time and from time to time by specific written instrument intended for the
purpose, unilaterally subordinate the lien of this Deed of Trust to any Lease,
without joinder or consent of, or notice to, Grantor, any tenant or any other
person, and notice is hereby given to each tenant under a Lease of such right to
subordinate.  No such subordination shall constitute a subordination to any
lien or other encumbrance, whenever arising, or improve the right of any junior
lienholder; and nothing herein shall be construed as subordinating this Deed of
Trust to any Lease.

Section 3.3.

Estoppel Certificates.  All Leases shall require the
tenant to execute and deliver to Holder an estoppel certificate in form and
substance acceptable to Holder within ten (10) days after notice from the
Holder.

Section 3.4.

No Liability of Holder.  Holder’s acceptance of this
assignment shall not be deemed to constitute Holder a “mortgagee in possession,”
nor obligate Holder to appear in or defend any proceeding relating to any Lease
or to the Property, or to take any action hereunder, expend any money, incur any
expenses, or perform any obligation or liability under any Lease, or assume any
obligation for any deposit delivered to Grantor by any tenant and not as such
delivered to and accepted by Holder.  Holder shall not be liable for any
injury or damage to person or property in or about the Property, or for Holder’s
failure to collect or to exercise diligence in collecting Rents, but shall be
accountable only for Rents that it shall actually receive.  Neither the
assignment of Leases and Rents nor enforcement of Holder’s rights regarding
Leases and Rents (including collection of Rents) nor possession of the Property
by Holder nor Holder’s consent to or approval of any Lease (nor all of the
same), shall render Holder liable on any obligation under or with respect to any
Lease or constitute affirmation of, or any subordination to, any Lease,
occupancy, use or option.  

If Holder seeks or obtains any judicial relief regarding Rents or
Leases, the same shall in no way prevent the concurrent or subsequent employment
of any other appropriate rights or remedies nor shall same constitute an
election of judicial relief for any foreclosure or any other purpose.
 Holder neither has nor assumes any obligations as lessor or landlord with
respect to any Lease.  The rights of Holder under this Article 3 shall be
cumulative of all other rights of Holder under the Loan Documents or
otherwise.





ARTICLE 4

Default

Section 4.1.

Events of Default.  The occurrence of any one of the
following shall be a default under this Deed of Trust (“default” or
“Default”):

(a)

Failure to Pay Indebtedness.  Any of the Secured
Indebtedness is not paid when due, regardless of how such amount may have become
due.

(b)

Failure to Perform Under the Construction Loan Agreement.
 The occurrence of any Default by Grantor under the Construction Loan
Agreement.

(c)

Nonperformance of Covenants.  Any covenant, agreement
or condition herein or in any other Loan Document (other than covenants
otherwise addressed in another paragraph of this Section, such as covenants to
pay the Secured Indebtedness) is not fully and timely performed, observed or
kept, and such failure is not cured within the applicable notice and cure period
(if any) provided for herein or in such other Loan Document.

(d)

Default under other Loan Documents.  The occurrence of
a Default under any other Loan Document.

(e)

Representations.  Any statement, representation or
warranty in any of the Loan Documents, or in any financial statement or any
other writing heretofore or hereafter delivered to Holder in connection with the
Secured Indebtedness is false, misleading or erroneous in any material respect
on the date hereof or on the date as of which such statement, representation or
warranty is made.

(f)

Bankruptcy or Insolvency.  The owner of the Property
or any person liable, directly or indirectly, for any of the Secured
Indebtedness (or any general partner or joint venturer of such owner or other
person):

(i)

(A) Executes an assignment for the benefit of creditors, or takes
any action in furtherance thereof; or (B) admits in writing its inability to
pay, or fails to pay, its debts generally as they become due; or (C) as a
debtor, files a petition, case, proceeding or other action pursuant to, or
voluntarily seeks the benefit or benefits of, Title 11 of the United States Code
as now or hereafter in effect or any other federal, state or local law, domestic
or foreign, as now or hereafter in effect relating to bankruptcy, insolvency,
liquidation, receivership, reorganization, arrangement, composition, extension
or adjustment of debts, or similar laws affecting the rights of creditors (Title
11 of the United States Code and such other laws being herein called “Debtor
Relief Laws”), or takes any action in furtherance thereof; or (D) seeks the
appointment of a receiver, trustee, custodian or liquidator of the Property or
any part thereof or of any significant portion of its other property; or





(ii)

Suffers the filing of a petition, case, proceeding or other action
against it as a debtor under any Debtor Relief Law or seeking appointment of a
receiver, trustee, custodian or liquidator of the Property or any part thereof
or of any significant portion of its other property, and (A) admits, acquiesces
in or fails to contest diligently the material allegations thereof, or (B) the
petition, case, proceeding or other action results in entry of any order for
relief or order granting relief sought against it, or (C) in a proceeding under
Debtor Relief Laws, the case is converted from one chapter to another, or (D)
fails to have the petition, case, proceeding or other action permanently
dismissed or discharged on or before the earlier of trial thereon or sixty (60)
days next following the date of its filing; or

(iii)

Conceals, removes, or permits to be concealed or removed, any part
of its property, with intent to hinder, delay or defraud its creditors or any of
them, or makes or suffers a transfer of any of its property which may be
fraudulent under any bankruptcy, fraudulent conveyance or similar law; or makes
any transfer of its property to or for the benefit of a creditor at a time when
other creditors similarly situated have not been paid; or suffers or permits,
while insolvent, any creditor to obtain a lien (other than as described in
subparagraph (iv) below) upon any of its property through legal proceedings
which are not vacated and such lien discharged prior to enforcement thereof and
in any event within sixty (60) days from the date thereof; or

(iv)

Fails to have discharged within a period of ten (10) days any
attachment, sequestration, or similar writ levied upon any of its property;
or

(v)

Fails to pay immediately any final money judgment against it.

(g)

Transfer of the Property.  Any sale, lease,
conveyance, assignment, pledge, encumbrance, or transfer of all or any part of
the Property or any interest therein, voluntarily or involuntarily, whether by
operation of law or otherwise, except: (i) sales or transfers of items of the
Accessories which have become obsolete or worn beyond practical use and which
have been replaced by adequate substitutes, owned by Grantor, having a value
equal to or greater than the replaced items when new; and (ii) the grant, in the
ordinary course of business, of a leasehold interest in a part of the
Improvements to a tenant for occupancy, not containing a right or option to
purchase and not in contravention of any provision of this Deed of Trust or of
any other Loan Document.  Holder may, in its sole discretion, waive a
default under this paragraph, but it shall have no obligation to do so, and any
waiver may be conditioned upon such one or more of the following (if any) which
Holder may require: the grantee’s integrity, reputation, character,
creditworthiness and management ability being satisfactory to Holder in its sole
judgment and grantee executing, prior to such sale or transfer, a written
assumption agreement containing such terms as Holder may require, a principal
paydown on the Note, an increase in the rate of interest payable under the Note,
a transfer fee, a modification of the term of the Note, and any other
modification of the Loan Documents which Holder may require.  NOTICE - THE
DEBT SECURED HEREBY IS SUBJECT TO CALL IN FULL OR THE TERMS THEREOF BEING
MODIFIED IN THE EVENT OF SALE OR CONVEYANCE OF THE PROPERTY CONVEYED.





(h)

Transfer of Assets.  Any sale, lease, conveyance,
assignment, pledge, encumbrance, or transfer of all or any part of the other
assets of Grantor, excluding the Property, voluntarily or involuntarily, whether
by operation of law or otherwise, except: (i) sales or transfers in the ordinary
course of Grantor’s business; and (ii) sales or transfers for which Grantor
receives consideration substantially equivalent to the fair market value of the
transferred asset.

(i)

Transfer of Ownership of Grantor.  The sale, pledge,
encumbrance, assignment or transfer, voluntarily or involuntarily, whether by
operation of law or otherwise, of any interest in Grantor (if Grantor is not a
natural person but is a corporation, partnership, limited liability company,
trust or other legal entity), without the prior written consent of Holder
(including, without limitation, if Grantor is a partnership or joint venture,
the withdrawal from or admission into it of any general partner or joint
venturer).

(j)

Grant of Easement, Etc.  Without the prior written
consent of Holder, Grantor grants any easement or dedication, files any plat,
condominium declaration, or restriction, or otherwise encumbers the Property, or
seeks or permits any zoning reclassification or variance, unless such action is
expressly permitted by the Loan Documents or does not affect the Property.

(k)

Abandonment.  The owner of the Property abandons any
of the Property.

(l)

Default Under Other Lien.  A default or event of
default occurs under any lien, security interest or assignment covering the
Property or any part thereof (whether or not Holder has consented, and without
hereby implying Holder’s consent, to any such lien, security interest or
assignment not created hereunder), or the holder of any such lien, security
interest or assignment declares a default or institutes foreclosure or other
proceedings for the enforcement of its remedies thereunder.

(m)

Destruction.  The Property is so demolished, destroyed
or damaged that, in the reasonable opinion of Holder, it cannot be restored or
rebuilt with available funds to a profitable condition within a reasonable
period of time and in any event, prior to the final maturity date of the
Note.

(n)

Condemnation.  (i) Any governmental authority shall
require, or commence any proceeding for, the demolition of any building or
structure comprising a part of the Premises, or (ii) there is commenced any
proceeding to condemn or otherwise take pursuant to the power of eminent domain,
or a contract for sale or a conveyance in lieu of such a taking is executed
which provides for the transfer of, a material portion of the Premises,
including but not limited to the taking (or transfer in lieu thereof) of any
portion which would result in the blockage or substantial impairment of access
or utility service to the Improvements or which would cause the Premises to fail
to comply with any Legal Requirement.

(o)

Liquidation, Etc.  The liquidation, termination,
dissolution, merger, consolidation or failure to maintain good standing in the
State of Wyoming and/or the state of 





incorporation or organization, if different (or in the case of an
individual, the death or legal incapacity) of the Grantor, any owner of the
Property or any person obligated to pay any part of the Secured
Indebtedness.

(p)

Material, Adverse Change.  In Holder’s reasonable
opinion, the prospect of payment of all or any part of the Secured Indebtedness
has been impaired because of a material, adverse change in the financial
condition, results of operations, business or properties of the Grantor, any
owner of the Property or any person liable, directly or indirectly, for any of
the Secured Indebtedness, or of any general partner or joint venturer thereof
(if such owner or other person is a partnership or joint venture).

(q)

Enforceability; Priority.  Any Loan Document shall for
any reason without Holder’s specific written consent cease to be in full force
and effect, or shall be declared null and void or unenforceable in whole or in
part, or the validity or enforceability thereof, in whole or in part, shall be
challenged or denied by any party thereto other than Holder; or the liens,
mortgages or security interests of Holder in any of the Property become
unenforceable in whole or in part, or cease to be of the priority herein
required, or the validity or enforceability thereof, in whole or in part, shall
be challenged or denied by Grantor or any person obligated to pay any part of
the Secured Indebtedness.

(r)

Other Indebtedness.  A default or event of default
occurs under any document executed and delivered in connection with any other
indebtedness (to Lender or any other person or entity) of Grantor, the owner of
the Property, any person obligated to pay any part of the Secured Indebtedness,
or any person or entity which guarantees such other indebtedness.

Section 4.2.

Notice and Cure.  If any provision of this Deed of
Trust or any other Loan Document provides for Holder to give to Grantor any
notice regarding a default or incipient default, then if Holder shall fail to
give such notice to Grantor as provided, the sole and exclusive remedy of
Grantor for such failure shall be to seek appropriate equitable relief to
enforce the agreement to give such notice and to have any acceleration of the
maturity of the Note and the Secured Indebtedness postponed or revoked and
foreclosure proceedings in connection therewith delayed or terminated pending or
upon the curing of such default in the manner and during the period of time
permitted by such agreement, if any, and Grantor shall have no right to damages
or any other type of relief not herein specifically set out against Holder, all
of which damages or other relief are hereby waived by Grantor.  Nothing
herein or in any other Loan Document shall operate or be construed to add on or
make cumulative any cure or grace periods specified in any of the Loan
Documents.





ARTICLE 5

Remedies

Section 5.1.

Certain Remedies.  If a Default shall occur, Holder
may (but shall have no obligation to) exercise any one or more of the following
remedies, without notice (unless notice is required by applicable statute):

(a)

Acceleration.  Holder may at any time and from time to
time declare any or all of the Secured Indebtedness immediately due and payable
and such Secured Indebtedness shall thereupon be immediately due and payable,
without presentment, demand, protest, notice of protest, notice of acceleration
or of intention to accelerate or any other notice or declaration of any kind,
all of which are hereby expressly waived by Grantor.  Without limitation of
the foregoing, upon the occurrence of a default described in clauses (A), (C) or
(D) of subparagraph (i) of paragraph (e) of Section 4.1, hereof, all of the
Secured Indebtedness shall thereupon be immediately due and payable, without
presentment, demand, protest, notice of protest, declaration or notice of
acceleration or intention to accelerate, or any other notice, declaration or act
of any kind, all of which are hereby expressly waived by Grantor.

(b)

Enforcement of Assignment of Rents.  In addition to
the rights of Holder under Article 3 hereof, prior or subsequent to taking
possession of any portion of the Property or taking any action with respect to
such possession, Holder may: (1) collect and/or sue for the Rents in Holder’s
own name, give receipts and releases therefor, and after deducting all expenses
of collection, including attorneys’ fees and expenses, apply the net proceeds
thereof to the Secured Indebtedness in such manner and order as Holder may elect
and/or to the operation and management of the Property, including the payment of
management, brokerage and attorney’s fees and expenses; and  (2) require
Grantor to transfer all security deposits and records thereof to Holder together
with original counterparts of the Leases.

(c)

Foreclosure.  Upon the occurrence of a default, then,
upon the giving of notice of such default and of the time and place of sale in
the manner provided by law, the Property may be sold by Grantee or its trustee
in the manner provided by law under the power of sale conferred hereby.  In
lieu thereof, and at the Holder’s election, this Deed of Trust may be foreclosed
in the same manner provided by law for the foreclosure of mortgages on real
property.  Any sale made by Grantee or its trustee hereunder may, subject
to applicable law, be as an entirety or in such parcels as Holder may request.
 Any sale may be adjourned by announcement at the time and place appointed
for such sale without further notice except as may be required by law.  The
sale by Grantee or its trustee of less than the whole of the Property shall not
exhaust the power of sale herein granted, and Grantee or its trustee is
specifically empowered to make successive sale or sales under such power until
the whole of the Property shall be sold; and, if the proceeds of such sale of
less than the whole of the Property shall be less than the aggregate of the
Secured Indebtedness and the expense of executing this trust as provided herein,
this Deed of Trust and the lien hereof shall remain in full force and effect as
to the unsold portion of the Property just as though no sale had been made;
provided, however, that Grantor shall never have any right to require the sale
of less than the whole of the Property but Holder shall have the right, at its
sole election, to request Grantee or its trustee to sell less than the whole of
the Property.  Grantee or its trustee may, after any request or direction
by Holder, sell not only the real property but also any of the Collateral and
any other interests which are a part of the Property, or any part thereof, as a
unit and as a part of a single sale, or may sell any part of the Property
separately from the remainder of the Property.  It shall not be necessary
for Grantee or its trustee to have taken possession of any part of the Property
or to have present or to exhibit at any sale any of the Collateral.  The
Grantee or its trustee shall execute and deliver to the purchaser its Trustee's
Deed conveying the Property so sold but without any covenant or warranty,
express or implied, and shall receive the proceeds of said sale or sales and
apply the same as herein provided.  The power of sale granted herein shall
not be exhausted by any sale held hereunder by Grantee or its trustee or its
substitute or successor, and such power of sale may be exercised from time to
time and as many times as Holder may deem necessary until all of the Property
has been duly sold and all Secured Indebtedness has been fully paid.  In
the event any sale hereunder is not completed or is defective in the opinion of
Holder, such sale shall not exhaust the power of sale hereunder and Holder shall
have the right to cause a subsequent sale or sales to be made hereunder.
 If Grantee or its trustee or its successor or substitute shall have given
notice of sale hereunder, any successor or substitute trustee thereafter
appointed may complete the sale and the conveyance of the property pursuant
thereto as if such notice had been given by the successor or substitute trustee
conducting the sale.

(d)

Uniform Commercial Code.  Without limitation of
Holder’s rights of enforcement with respect to the Collateral or any part
thereof in accordance with the procedures for foreclosure of real estate, Holder
may exercise its rights of enforcement with respect to the Collateral or any
part thereof under the Wyoming Uniform Commercial Code (or under the Uniform
Commercial Code in force in any other state to the extent the same is applicable
law) and in conjunction with, in addition to or in substitution for those rights
and remedies:  (1) Holder may enter upon Grantor’s premises to take
possession of, assemble and collect the Collateral or, to the extent and for
those items of the Collateral permitted under applicable law, to render it
unusable; (2) Holder may require Grantor to assemble the Collateral and
make it available at a place Holder designates which is mutually convenient to
allow Holder to take possession or dispose of the Collateral; (3) written
notice mailed to Grantor as provided herein at least five (5) days prior to the
date of public sale of the Collateral or prior to the date after which private
sale of the Collateral will be made shall constitute reasonable notice;
(4) any sale made pursuant to the provisions of this paragraph shall be
deemed to have been a public sale conducted in a commercially reasonable manner
if held contemporaneously with and upon the same notice as required for the sale
of the Property under power of sale as provided in paragraph (c) above in this
Section 5.1; (5) in the event of a foreclosure sale, whether made by Grantee or
its trustee under the terms hereof, or under judgment of a court, the Collateral
and the other Property may, at the option of Holder, be sold as a whole; (6) it
shall not be necessary that Holder take possession of the Collateral or any part
thereof prior to the time that any sale pursuant to the provisions of this
Section is conducted and it shall not be necessary that the Collateral or any
part thereof be present at the location of such sale; (7) with respect to
application of proceeds from disposition of the Collateral under Section 5.2
hereof, the costs and expenses incident to disposition shall include the
reasonable expenses of retaking, holding, preparing for sale or lease, selling,
leasing and the like and the reasonable attorneys’ fees and legal expenses
incurred by Holder; (8) any and all statements of fact or other recitals made in
any bill of sale or assignment or other instrument evidencing any foreclosure
sale hereunder as to nonpayment of the Secured Indebtedness or as to the
occurrence of any default, or as to Holder having declared all of such
indebtedness to be due and payable, or as to notice of time, place and terms of
sale and of the properties to be sold having been duly given, or as to any other
act or thing having been duly done by Holder, shall be taken as prima facie
evidence of the truth of the facts so stated and recited; and (9) Holder may
appoint or delegate any one or more persons as agent to perform any act or acts
necessary or incident to any sale held by Holder, including the sending of
notices and the conduct of the sale, but in the name and on behalf of
Holder.

(e)

Lawsuits.  Holder may proceed by a suit or suits in
equity or at law, whether for collection of the indebtedness secured hereby, the
specific performance of any covenant or agreement herein contained or in aid of
the execution of any power herein granted, or for any foreclosure hereunder or
for the sale of the Property under the judgment or decree of any court or courts
of competent jurisdiction.

(f)

Entry on Property.  Holder is authorized, prior or
subsequent to the institution of any foreclosure proceedings, to the fullest
extent permitted by applicable law, to enter upon the Property, or any part
thereof, and to take possession of the Property and all books and records
relating thereto, and to exercise without interference from Grantor any and all
rights which Grantor has with respect to the management, possession, operation,
protection or preservation of the Property.  Holder shall not be deemed to
have taken possession of the Property or any part thereof except upon the
exercise of its right to do so, and then only to the extent evidenced by its
demand and overt act specifically for such purpose.  All costs, expenses
and liabilities of every character incurred by Holder in managing, operating,
maintaining, protecting or preserving the Property shall constitute a demand
obligation of Grantor (which obligation Grantor hereby promises to pay) to
Holder pursuant to this Deed of Trust.  If necessary to obtain the
possession provided for above, Holder may invoke any and all legal remedies to
dispossess Grantor.  In connection with any action taken by Holder pursuant
to this Section, Holder shall not be liable for any loss sustained by Grantor
resulting from any failure to let the Property or any part thereof, or from any
act or omission of Holder in managing the Property unless such loss is caused by
the willful misconduct and bad faith of Holder, nor shall Holder be obligated to
perform or discharge any obligation, duty or liability of Grantor arising under
any lease or other agreement relating to the Property or arising under any
Permitted Encumbrance or otherwise arising.  Grantor hereby assents to,
ratifies and confirms any and all actions of Holder with respect to the Property
taken under this Section.

(g)

Receiver.  Holder shall as a matter of right be
entitled to the appointment of a receiver or receivers for all or any part of
the Property, whether such receivership be incident to a proposed sale (or
sales) of such property or otherwise, and without regard to the value of the
Property or the solvency of any person or persons liable for the payment of the
indebtedness secured hereby, and Grantor does hereby irrevocably consent to the
appointment of such receiver or receivers, waives notice of such appointment, of
any request therefor or hearing in connection therewith, and any and all
defenses to such appointment, agrees not to oppose any application therefor by
Holder, and agrees that such appointment shall in no manner impair, prejudice or
otherwise affect the rights of Holder to application of Rents as provided in
this Deed of Trust.  Nothing herein is to be construed to deprive Holder of
any other right, remedy or privilege it may have under the law to have a
receiver appointed.  Any money advanced by Holder in connection with any
such receivership shall be a demand obligation (which obligation Grantor hereby
promises to pay) owing by Grantor to Holder pursuant to this Deed of Trust.

(h)

Termination of Commitment to Lend.  Holder may
terminate any commitment or obligation to lend or disburse funds under any Loan
Document or enter into any other credit arrangement to or for the benefit of
Grantor.

(i)

Other Rights and Remedies.  Holder may exercise any
and all other rights and remedies which Holder may have under the Loan
Documents, or at law or in equity or otherwise.

Section 5.2.

Proceeds of Foreclosure.  The proceeds of any sale
held by Grantee or its trustee or Holder or any receiver or public officer in
foreclosure of the liens and security interests evidenced hereby shall be
applied in accordance with the requirements of applicable laws and to the extent
consistent therewith, FIRST, to the payment of all necessary costs and expenses
incident to such foreclosure sale, including but not limited to all attorneys’
fees and legal expenses, advertising costs, auctioneer’s fees, costs of title
rundowns and lien searches, inspection fees, appraisal costs, fees for
professional services, environmental assessment and remediation fees, all court
costs and charges of every character, and a reasonable fee (not exceeding five
percent (5%) of the gross proceeds of such sale or any lesser maximum amount set
by applicable law) to Grantee or its trustee acting under the provisions of
paragraph (c) of Section 5.1 hereof if foreclosed by power of sale as provided
in said paragraph, and to the payment of the other Secured Indebtedness,
including specifically without limitation the principal, accrued interest and
attorneys’ fees due and unpaid on the Note and the amounts due and unpaid and
owed to Holder under this Deed of Trust, the order and manner of application to
the items in this clause FIRST to be in Holder’s sole discretion; and SECOND,
the remainder, if any there shall be, shall be paid to Grantor, or to Grantor’s
heirs, devisees, representatives, successors or assigns, or such other persons
(including the holder or beneficiary of any inferior lien) as may be entitled
thereto by law; provided, however, that if Holder is uncertain which person or
persons are so entitled, Holder may deposit or interplead such remainder in any
court of competent jurisdiction, and the amount of any attorneys’ fees, court
costs and expenses incurred in such action shall be a part of the Secured
Indebtedness and shall be reimbursable (without limitation) from such
remainder.

Section 5.3.

Holder as Purchaser.  Holder shall have the right to
become the purchaser at any sale held by Grantee or its trustee or substitute or
successor or by any receiver or public officer or at any public sale, and Holder
shall have the right to credit upon the amount of Holder’s successful bid, to
the extent necessary to satisfy such bid, all or any part of the Secured
Indebtedness in such manner and order as Holder may elect.

Section 5.4.

Foreclosure as to Matured Debt.  Upon the occurrence
of a default, Holder shall have the right to proceed with foreclosure (judicial
or nonjudicial) of the liens and security interests hereunder without declaring
the entire Secured Indebtedness due, and in such event any such foreclosure sale
may be made subject to the unmatured part of the Secured Indebtedness; and any
such sale shall not in any manner affect the unmatured part of the Secured
Indebtedness, but as to such unmatured part this Deed of Trust shall remain in
full force and effect just as though no sale had been made.  The proceeds
of such sale shall be applied as provided in Section 5.2 hereof except that the
amount paid under clause FIRST thereof shall be only the matured portion of the
Secured Indebtedness and any proceeds of such sale in excess of those provided
for in clause FIRST (modified as provided above) shall be applied to the
prepayment (without penalty) of any other Secured Indebtedness in such manner
and order and to such extent as Holder deems advisable, and the remainder, if
any, shall be applied as provided in clause SECOND of Section 5.2 hereof.
 Several sales may be made hereunder without exhausting the right of sale
for any unmatured part of the Secured Indebtedness.

Section 5.5.

Remedies Cumulative.  All rights and remedies provided
for herein and in any other Loan Document are cumulative of each other and of
any and all other rights and remedies existing at law or in equity, and Grantee
or its trustee and Holder shall, in addition to the rights and remedies provided
herein or in any other Loan Document, be entitled to avail themselves of all
such other rights and remedies as may now or hereafter exist at law or in equity
for the collection of the Secured Indebtedness and the enforcement of the
covenants herein and the foreclosure of the liens and security interests
evidenced hereby, and the resort to any right or remedy provided for hereunder
or under any such other Loan Document or provided for by law or in equity shall
not prevent the concurrent or subsequent employment of any other appropriate
right or rights or remedy or remedies.

Section 5.6.

Discretion as to Security.  Holder may resort to any
security given by this Deed of Trust or to any other security now existing or
hereafter given to secure the payment of the Secured Indebtedness, in whole or
in part, and in such portions and in such order as may seem best to Holder in
its sole and uncontrolled discretion, and any such action shall not in anywise
be considered as a waiver of any of the rights, benefits, liens or security
interests evidenced by this Deed of Trust.

Section 5.7.

Grantor’s Waiver of Certain Rights.  To the full
extent Grantor may do so, Grantor agrees that Grantor will not at any time
insist upon, plead, claim or take the benefit or advantage of any law now or
hereafter in force providing for any appraisement, valuation, stay, extension or
redemption, homestead, moratorium, reinstatement, marshaling or forbearance, and
Grantor, for Grantor, Grantor’s heirs, devisees, representatives, successors and
assigns, and for any and all persons ever claiming any interest in the Property,
to the extent permitted by applicable law, hereby waives and releases all rights
of redemption, valuation, appraisement, stay of execution, notice of intention
to mature or declare due the whole of the Secured Indebtedness, notice of
election to mature or declare due the whole of the Secured Indebtedness and all
rights to a marshaling of assets of Grantor, including the Property, or to a
sale in inverse order of alienation in the event of foreclosure of the liens
and/or security interests hereby created.  Grantor shall not have or assert
any right under any statute or rule of law pertaining to the marshaling of
assets, sale in inverse order of alienation, the exemption of homestead, the
administration of estates of decedents, or other matters whatsoever to defeat,
reduce or affect the right of Holder under the terms of this Deed of Trust to a
sale of the Property for the collection of the Secured Indebtedness without any
prior or different resort for collection, or the right of Holder under the terms
of this Deed of Trust to the payment of the Secured Indebtedness out of the
proceeds of sale of the Property in preference to every other claimant
whatsoever.  Grantor waives any right or remedy which Grantor may have or
be able to assert pursuant to any provision of Wyoming law pertaining to the
rights and remedies of sureties.  If any law referred to in this Section
and now in force, of which Grantor or Grantor’s heirs, devisees,
representatives, successors or assigns or any other persons claiming any
interest in the Property might take advantage despite this Section, shall
hereafter be repealed or cease to be in force, such law shall not thereafter be
deemed to preclude the application of this Section.

Section 5.8.

Delivery of Possession After Foreclosure.  In the
event there is a foreclosure sale hereunder and at the time of such sale,
Grantor or Grantor’s heirs, devisees, representatives, or successors as owners
of the Property are occupying or using the Property, or any part thereof, each
and all shall immediately become the tenant of the purchaser at such sale, which
tenancy shall be a tenancy from day to day, terminable at the will of purchaser,
at a reasonable rental per day based upon the value of the property occupied,
such rental to be due daily to the purchaser; and to the extent permitted by
applicable law, the purchaser at such sale shall, notwithstanding any language
herein apparently to the contrary, have the sole option to demand immediate
possession following the sale or to permit the occupants to remain as tenants at
will.  After such foreclosure, any Leases to tenants or subtenants that are
subject to this Deed of Trust (either by their date, their express terms, or by
agreement of the tenant or subtenant) shall, at the sole option of Holder or any
purchaser at such sale, either (i) continue in full force and effect, and the
tenant(s) or subtenant(s) thereunder will, upon request, attorn to and
acknowledge in writing to the purchaser or purchasers at such sale or sales as
landlord thereunder, or (ii) upon notice to such effect from Holder, the Grantee
or its trustee or any purchaser or purchasers, terminate within thirty (30) days
from the date of sale.  In the event the tenant fails to surrender
possession of the Property upon demand, the purchaser shall be entitled to
institute and maintain a summary action for possession of the Property (such as
an action for forcible detainer) in any court having jurisdiction.

ARTICLE 6

Miscellaneous

Section 6.1.

Scope of Deed of Trust.  This Deed of Trust is a deed
of trust, a security agreement, an assignment of rents and leases, a financing
statement and a collateral assignment, and also covers proceeds and
fixtures.





Section 6.2.

Effective as a Financing Statement.  This Deed of
Trust shall be effective as a financing statement filed as a fixture filing with
respect to all fixtures included within the Property and is to be filed for
record in the real estate records of each county where any part of the Property
(including said fixtures) is situated.  This Deed of Trust shall also be
effective as a financing statement covering minerals or the like (including oil
and gas) and accounts subject to Subsection (3) of Section 9-103 of the Wyoming
Uniform Commercial Code, as amended, and similar provisions (if any) of the
Uniform Commercial Code as enacted in any other state where the Property is
situated which will be financed at the wellhead or minehead of the wells or
mines located on the Property and is to be filed for record in the real estate
records of each county where any part of the Property is situated.  This
Deed of Trust shall also be effective as a financing statement covering any
other Property and may be filed in any other appropriate filing or recording
office.  The mailing addresses of Grantor and the Holder are set forth at
the beginning of this Deed of Trust.  A carbon, photographic or other
reproduction of this Deed of Trust or of any financing statement relating to
this Deed of Trust shall be sufficient as a financing statement for any of the
purposes referred to in this Section.

Section 6.3.

Notice to Account Debtors.  In addition to the rights
granted elsewhere in this Deed of Trust, Holder may at any time notify the
account debtors or obligors of any accounts, chattel paper, negotiable
instruments or other evidences of indebtedness included in the Collateral to pay
Holder directly.

Section 6.4.

Waiver by Holder.  Holder may at any time and from
time to time by a specific writing intended for the purpose: (a) waive
compliance by Grantor with any covenant herein made by Grantor to the extent and
in the manner specified in such writing; (b) consent to Grantor’s doing any act
which hereunder Grantor is prohibited from doing, or to Grantor’s failing to do
any act which hereunder Grantor is required to do, to the extent and in the
manner specified in such writing; (c) release any part of the Property or any
interest therein from the lien and security interest of this Deed of Trust,
without the joinder of trustee; or (d) release any party liable, either directly
or indirectly, for the Secured Indebtedness or for any covenant herein or in any
other Loan Document, without impairing or releasing the liability of any other
party.  No such act shall in any way affect the rights or powers of Holder
or trustee hereunder except to the extent specifically agreed to by Holder in
such writing.

Section 6.5.

No Impairment of Security.  The lien, security
interest and other security rights of Holder hereunder or under any other Loan
Document shall not be impaired by any indulgence, moratorium or release granted
by Holder including, but not limited to, any renewal, extension or modification
which Holder may grant with respect to any Secured Indebtedness, or any
surrender, compromise, release, renewal, extension, exchange or substitution
which Holder may grant in respect of the Property, or any part thereof or any
interest therein, or any release or indulgence granted to any endorser,
guarantor or surety of any Secured Indebtedness.  The taking of additional
security by Holder shall not release or impair the lien, security interest or
other security rights of Holder hereunder or affect the liability of Grantor or
of any endorser, guarantor or surety, or improve the right of any junior
lienholder in the Property (without implying hereby Holder’s consent to any
junior lien).





Section 6.6.

Acts Not Constituting Waiver by Holder.  Holder may
waive any default without waiving any other prior or subsequent default.
 Holder may remedy any default without waiving the default remedied.
 Neither failure by Holder to exercise, nor delay by Holder in exercising,
nor discontinuance of the exercise of any right, power or remedy (including but
not limited to the right to accelerate the maturity of the Secured Indebtedness
or any part thereof) upon or after any default shall be construed as a waiver of
such default or as a waiver of the right to exercise any such right, power or
remedy at a later date.  No single or partial exercise by Holder of any
right, power or remedy hereunder shall exhaust the same or shall preclude any
other or further exercise thereof, and every such right, power or remedy
hereunder may be exercised at any time and from time to time.  No
modification or waiver of any provision hereof nor consent to any departure by
Grantor therefrom shall in any event be effective unless the same shall be in
writing and signed by Holder and then such waiver or consent shall be effective
only in the specific instance, for the purpose for which given and to the extent
therein specified.  No notice to nor demand on Grantor in any case shall of
itself entitle Grantor to any other or further notice or demand in similar or
other circumstances.  Remittances in payment of any part of the Secured
Indebtedness other than in the required amount in immediately available U.S.
funds shall not, regardless of any receipt or credit issued therefor, constitute
payment until the required amount is actually received by Holder in immediately
available U.S. funds and shall be made and accepted subject to the condition
that any check or draft may be handled for collection in accordance with the
practice of the collecting bank or banks.  Acceptance by Holder of any
payment in an amount less than the amount then due on any Secured Indebtedness
shall be deemed an acceptance on account only and shall not in any way excuse
the existence of a default hereunder notwithstanding any notation on or
accompanying such partial payment to the contrary.

Section 6.7.

Grantor’s Successors.  If the ownership of the
Property or any part thereof becomes vested in a person other than Grantor,
Holder may, without notice to Grantor, deal with such successor or successors in
interest with reference to this Deed of Trust and to the Secured Indebtedness in
the same manner as with Grantor, without in any way vitiating or discharging
Grantor’s liability hereunder or for the payment of the indebtedness or
performance of the obligations secured hereby.  No transfer of the
Property, no forbearance on the part of Holder, and no extension of the time for
the payment of the Secured Indebtedness given by Holder shall operate to
release, discharge, modify, change or affect, in whole or in part, the liability
of Grantor hereunder for the payment of the indebtedness or performance of the
obligations secured hereby or the liability of any other person hereunder for
the payment of the indebtedness secured hereby.  Each Grantor agrees that
it shall be bound by any modification of this Deed of Trust or any of the other
Loan Documents made by Holder and any subsequent owner of the Property, with or
without notice to such Grantor, and no such modifications shall impair the
obligations of such Grantor under this Deed of Trust or any other Loan Document.
 Nothing in this Section or elsewhere in this Deed of Trust shall be
construed to imply Holder’s consent to any transfer of the Property.

Section 6.8.

Place of Payment; Forum; Waiver of Jury Trial.  All
Secured Indebtedness which may be owing hereunder at any time by Grantor shall
be payable at the place designated in the Note (or if no such designation is
made, at the address of Holder indicated at the end of this Deed of Trust).
 Grantor hereby irrevocably submits generally and unconditionally for
itself and in respect of its property to the non-exclusive jurisdiction of any
Wyoming or Utah state court, or any United States federal court, sitting in the
county in which the Secured Indebtedness is payable, and to the non-exclusive
jurisdiction of any state or United States federal court sitting in the state in
which any of the Property is located, over any suit, action or proceeding
arising out of or relating to this Deed of Trust or the Secured Indebtedness.
 Grantor hereby irrevocably waives, to the fullest extent permitted by law,
any objection that Grantor may now or hereafter have to the laying of venue in
any such court and any claim that any such court is an inconvenient forum.
 Grantor hereby agrees and consents that, in addition to any methods of
service of process provided for under applicable law, all service of process in
any such suit, action or proceeding in any Wyoming or Utah state court, or any
United States federal court, sitting in the state in which the Secured
Indebtedness is payable may be made by certified or registered mail, return
receipt requested, directed to Grantor at its address stated at the end of this
Deed of Trust, or at a subsequent address of Grantor of which Holder received
actual notice from Grantor in accordance with this Deed of Trust, and service so
made shall be complete five (5) days after the same shall have been so mailed.
 Nothing herein shall affect the right of Lender to serve process in any
manner permitted by law or limit the right of Lender to bring proceedings
against Grantor in any other court or jurisdiction.  TO THE FULLEST EXTENT
PERMITTED BY LAW, GRANTOR WAIVES THE RIGHT TO TRIAL BY JURY IN CONNECTION WITH
ANY ACTION, SUIT OR OTHER PROCEEDING ARISING OUT OF OR RELATING TO THIS DEED OF
TRUST OR ANY OTHER LOAN DOCUMENT.

Section 6.9.

Subrogation to Existing Liens; Vendor’s Lien.  To the
extent that proceeds of the Note are used to pay indebtedness secured by any
outstanding lien, security interest, charge or prior encumbrance against the
Property, such proceeds have been advanced by Holder at Grantor’s request, and
Holder shall be subrogated to any and all rights, security interests and liens
owned by any owner or holder of such outstanding liens, security interests,
charges or encumbrances, however remote, irrespective of whether said liens,
security interests, charges or encumbrances are released, and all of the same
are recognized as valid and subsisting and are renewed and continued and merged
herein to secure the Secured Indebtedness, but the terms and provisions of this
Deed of Trust shall govern and control the manner and terms of enforcement of
the liens, security interests, charges and encumbrances to which Holder is
subrogated hereunder.  It is expressly understood that, in consideration of
the payment of such indebtedness by Holder, Grantor hereby waives and releases
all demands and causes of action for offsets and payments in connection with the
said indebtedness.  If all or any portion of the proceeds of the loan
evidenced by the Note or of any other secured indebtedness has been advanced for
the purpose of paying the purchase price for all or a part of the Property, no
vendor’s lien is waived; and Holder shall have, and is hereby granted, a
vendor’s lien on the Property as cumulative additional security for the secured
indebtedness.  Holder may foreclose under this Deed of Trust or under the
vendor’s lien without waiving the other or may foreclose under both.

Section 6.10.

Application of Payments to Certain Indebtedness.  If
any part of the Secured Indebtedness cannot be lawfully secured by this Deed of
Trust or if any part of the Property cannot be lawfully subject to the lien and
security interest hereof to the full extent of such indebtedness, then all
payments made shall be applied on said indebtedness first in discharge of that
portion thereof which is not secured by this Deed of Trust.

Section 6.11.

Nature of Loan; Compliance with Usury Laws.  The loan
evidenced by the Note is being made solely for the purpose of carrying on or
acquiring a business or commercial enterprise.  It is the intent of Grantor
and Holder and all other parties to the Loan Documents to conform to and
contract in strict compliance with applicable usury law from time to time in
effect.  All agreements between Holder and Grantor (or any other party
liable with respect to any indebtedness under the Loan Documents) are hereby
limited by the provisions of this Section which shall override and control all
such agreements, whether now existing or hereafter arising.  In no way, nor
in any event or contingency (including but not limited to prepayment, default,
demand for payment, or acceleration of the maturity of any obligation), shall
the interest taken, reserved, contracted for, charged, chargeable, or received
under this Deed of Trust, the Note or any other Loan Document or otherwise,
exceed the maximum nonusurious amount permitted by applicable law (the "Maximum
Amount").  If, from any possible construction of any document, interest
would otherwise be payable in excess of the Maximum Amount, any such
construction shall be subject to the provisions of this Section and such
document shall ipso facto be automatically reformed and the interest payable
shall be automatically reduced to the Maximum Amount, without the necessity of
execution of any amendment or new document.  If Holder shall ever receive
anything of value which is characterized as interest under applicable law and
which would apart from this provision be in excess of the Maximum Amount, an
amount equal to the amount which would have been excessive interest shall,
without penalty, be applied to the reduction of the principal amount owing on
the Secured Indebtedness in the inverse order of its maturity and not to the
payment of interest, or refunded to Grantor or the other payor thereof if and to
the extent such amount which would have been excessive exceeds such unpaid
principal.  The right to accelerate maturity of the Note or any other
Secured Indebtedness does not include the right to accelerate any interest which
has not otherwise accrued on the date of such acceleration, and Holder does not
intend to charge or receive any unearned interest in the event of acceleration.
 All interest paid or agreed to be paid to Holder shall, to the extent
permitted by applicable law, be amortized, prorated, allocated and spread
throughout the full stated term (including any renewal or extension) of such
indebtedness so that the amount of interest on account of such indebtedness does
not exceed the Maximum Amount.  As used in this Section, the term
"applicable law" shall mean the laws of the State of Wyoming or the federal laws
of the United States applicable to this transaction, whichever laws allow the
greater interest, as such laws now exist or may be changed or amended or come
into effect in the future.

Section 6.12.

Substitute Trustee.  A trustee may resign or trustee
be removed by the Holder at any time with or without cause in the manner
provided by law in writing executed by Holder.  Holder may at any time
appoint a successor trustee in the manner provided by law.  If Holder is a
corporation or association and such appointment is executed on its behalf by an
officer of such corporation or association, such appointment shall be
conclusively presumed to be executed with authority and shall be valid and
sufficient without proof of any action by the board of directors or any superior
officer of the corporation or association.  Upon the making of any such
appointment and designation, all of the estate and title of trustee in the
Property shall vest in the named successor trustee, if any, and which shall
thereupon succeed to, and shall hold, possess and execute, all the rights,
powers, privileges, immunities and duties herein conferred upon trustee.
 All references herein to “Trustee” shall be deemed to refer to Trustee
(including any successor(s) or substitute(s) appointed and designated as herein
provided) from time to time acting hereunder.

Section 6.13.

No Liability of Trustee.  Any trustee shall not be
liable for any error of judgment or act done by any trustee in good faith, or be
otherwise responsible or accountable under any circumstances whatsoever
(including trustee’s negligence), except for trustee’s gross negligence or
willful misconduct.  Any trustee shall have the right to rely on any
instrument, document or signature authorizing or supporting any action taken or
proposed to be taken by him hereunder, believed by him in good faith to be
genuine.  All moneys received by any trustee shall, until used or applied
as herein provided, be held in trust for the purposes for which they were
received, but need not be segregated in any manner from any other moneys (except
to the extent required by law), and any trustee shall be under no liability for
interest on any moneys received by him hereunder.  Grantor hereby ratifies
and confirms any and all acts which the herein named any trustee or his
successor or successors, substitute or substitutes, in this trust, shall do
lawfully by virtue hereof.  Grantor will reimburse any trustee for, and
save him harmless against, any and all liability and expenses which may be
incurred by him in the performance of his duties.  The foregoing indemnity
shall not terminate upon discharge of the Secured Indebtedness or foreclosure,
or release or other termination, of this Deed of Trust.

Section 6.14.

Releases.

(a)

Release of Deed of Trust.  If all of the Secured
Indebtedness be paid as the same becomes due and payable and all of the
covenants, warranties, undertakings and agreements made in this Deed of Trust
are kept and performed, and all obligations, if any, of Holder for further
advances have been terminated, then, and in that event only, all rights under
this Deed of Trust shall terminate (except to the extent expressly provided
herein with respect to indemnifications, representations and warranties and
other rights which are to continue following the release hereof) and the
Property shall become wholly clear of the liens, security interests, conveyances
and assignments evidenced hereby, and such liens and security interests shall be
released by Holder in due form at Grantor’s cost.  Without limitation, all
provisions herein for indemnity of Holder or Grantee shall survive discharge of
the Secured Indebtedness and any foreclosure, release or termination of this
Deed of Trust.

(b)

Effect of Partial Release.  Holder may, regardless of
consideration, cause the release of any part of the Property from the lien of
this Deed of Trust without in any manner affecting or impairing the lien or
priority of this Deed of Trust as to the remainder of the Property.

(c)

Release Fee.  If permitted by applicable law Grantor
shall pay to Holder, at the time of each partial or complete release of the lien
of this Deed of Trust, a release fee in the amount of Twenty-Five and No/100
Dollars ($25.00) if the release instrument is delivered to Holder for execution
or Fifty and No/100 Dollars ($50.00), if Holder is required to prepare the
release instrument.  In addition, Grantor shall pay to Holder a fee in the
amount of Twenty-Five and No/100 Dollars ($25.00) for each other document or
instrument which Grantor requires the Grantee to execute.

Section 6.15.

Notices.  Except as is otherwise required by law, all
notices, requests, consents, demands and other communications required or which
any party desires to give hereunder or under any other Loan Document shall be in
writing and, unless otherwise specifically provided in such other Loan Document,
shall be deemed sufficiently given or furnished if delivered by personal
delivery, by nationally recognized overnight courier service, or by registered
or certified United States mail, postage prepaid, addressed to the party to whom
directed at the addresses specified in this Deed of Trust (unless changed by
similar notice in writing given by the particular party whose address is to be
changed) or by facsimile.  Any such notice or communication shall be deemed
to have been given either at the time of personal delivery or, in the case of
courier or mail, as of the date of first attempted delivery at the address and
in the manner provided herein, or, in the case of facsimile, upon receipt.
 Notwithstanding the foregoing, no notice of change of address shall
(except as is otherwise provided by law) be effective except upon receipt.
 This Section shall not be construed in any way to affect or impair any
waiver of notice or demand provided in any Loan Document or to require giving of
notice or demand to or upon any person in any situation or for any reason.

Section 6.16.

Invalidity of Certain Provisions.  A determination
that any provision of this Deed of Trust is unenforceable or invalid shall not
affect the enforceability or validity of any other provision and the
determination that the application of any provision of this Deed of Trust to any
person or circumstance is illegal or unenforceable shall not affect the
enforceability or validity of such provision as it may apply to other persons or
circumstances.

Section 6.17.

Gender; Titles; Construction.  Within this Deed of
Trust, words of any gender shall be held and construed to include any other
gender, and words in the singular number shall be held and construed to include
the plural, unless the context otherwise requires.  Titles appearing at the
beginning of any subdivisions hereof are for convenience only, do not constitute
any part of such subdivisions, and shall be disregarded in construing the
language contained in such subdivisions.  The use of the words “herein,”
“hereof,” “hereunder” and other similar compounds of the word “here” shall refer
to this entire Deed of Trust and not to any particular Article, Section,
paragraph or provision.  The term “person” and words importing persons as
used in this Deed of Trust shall include firms, associations, partnerships
(including limited partnerships), joint ventures, trusts, corporations, limited
liability companies and other legal entities, including public or governmental
bodies, agencies or instrumentalities, as well as natural persons.

Section 6.18.

Holder’s Consent.  Except where otherwise expressly
provided herein, in any instance hereunder where the approval, consent or the
exercise of judgment of Holder is required or requested, (a) the granting or
denial of such approval or consent and the exercise of such judgment shall be
within the sole discretion of Holder, and Holder shall not, for any reason or to
any extent, be required to grant such approval or consent or exercise such
judgment in any particular manner, regardless of the reasonableness of either
the request or Holder’s judgment, and (b) no approval or consent of Holder shall
be deemed to have been given except by a specific writing intended for the
purpose and executed by an authorized representative of Holder.

Section 6.19.

Grantor.  Unless the context clearly indicates
otherwise, as used in this Deed of Trust, “Grantor” means the grantors first
named above or any of them.  The obligations of Grantor hereunder shall be
joint and several.  If any Grantor, or any signatory who signs on behalf of
any Grantor, is a corporation, partnership or other legal entity, Grantor and
any such signatory, and the person or persons signing for it, represent and
warrant to Holder that this instrument is executed, acknowledged and delivered
by Grantor’s duly authorized representatives.  If Grantor is an individual,
no power of attorney granted by Grantor herein shall terminate on Grantor's
disability.

Section 6.20.

Execution; Recording.  This Deed of Trust has been
executed in several counterparts, all of which are identical, and all of which
counterparts together shall constitute one and the same instrument.  The
date or dates reflected in the acknowledgments hereto indicate the date or dates
of actual execution of this Deed of Trust, but such execution is as of the date
shown on the first page hereof, and for purposes of identification and reference
the date of this Deed of Trust shall be deemed to be the date reflected on the
first page hereof.  Grantor will cause this Deed of Trust and all
amendments and supplements thereto and substitutions therefor and all financing
statements and continuation statements relating thereto to be recorded, filed,
re-recorded and refiled in such manner and in such places as Grantee or Holder
shall reasonably request and will pay all such recording, filing, re-recording
and refiling taxes, fees and other charges.

Section 6.21.

Successors and Assigns.  The terms, provisions,
covenants and conditions hereof shall be binding upon Grantor, and the heirs,
devisees, representatives, successors and assigns of Grantor, and shall inure to
the benefit of Grantee and Holder and shall constitute covenants running with
the Land.  All references in this Deed of Trust to Grantor shall be deemed
to include all such heirs, devisees, representatives, successors and assigns of
Grantor.

Section 6.22.

Modification or Termination.  The Loan Documents may
only be modified or terminated by a written instrument or instruments intended
for that purpose and executed by the party against which enforcement of the
modification or termination is asserted.  Any alleged modification or
termination which is not so documented shall not be effective as to any
party.

Section 6.23.

No Partnership, Etc..  The relationship between Holder
and Grantor is solely that of lender and borrower.  Holder has no fiduciary
or other special relationship with Grantor.  Nothing contained in the Loan
Documents is intended to create any partnership, joint venture, association or
special relationship between Grantor and Holder or in any way make Holder a
co-principal with Grantor with reference to the Property. All agreed contractual
duties between or among Holder, Grantor and Grantee or its trustee are set forth
herein and in the other Loan Documents and any additional implied covenants or
duties are hereby disclaimed.  Any inferences to the contrary of any of the
foregoing are hereby expressly negated.





Section 6.24.

Applicable Law.  THIS DEED OF TRUST, AND ITS VALIDITY,
ENFORCEMENT AND INTERPRETATION, SHALL BE GOVERNED BY AND CONSTRUED, INTERPRETED
AND ENFORCED IN ACCORDANCE WITH AND PURSUANT TO THE LAWS OF THE STATE OF WYOMING
(WITHOUT REGARD TO ANY CONFLICT OF LAWS PRINCIPLES) AND APPLICABLE UNITED STATES
FEDERAL LAW.

Section 6.25.

Entire Agreement.  The Loan Documents constitute the
entire understanding and agreement between Grantor and Holder with respect to
the transactions arising in connection with the Secured Indebtedness and
supersede all prior written or oral understandings and agreements between
Grantor and Holder with respect to the matters addressed in the Loan Documents.
 Grantor hereby acknowledges that, except as incorporated in writing in the
Loan Documents, there are not, and were not, and no persons are or were
authorized by Holder to make, any representations, understandings, stipulations,
agreements or promises, oral or written, with respect to the matters addressed
in the Loan Documents.

IN WITNESS WHEREOF, Grantor has executed this instrument as of the
date first written on page 1 hereof.

		
	
The federal tax
identification 

number of
Grantor is:


















	
GRANTOR:




INTERLINE
RESOURCES CORPORATION, a Utah corporation







By: 

Name:

Title:



STATE OF UTAH

)

:  ss.

COUNTY OF SALT LAKE

)

The foregoing instrument was acknowledged before me this _____ day
of September, 2007, by  ____________________, the ____________ of Interline
Resources Corporation, a Utah corporation, who acknowledged to me that the
Grantor signed the foregoing instrument.

			
	
 
	
 
	
 

	
 
	
 
	
NOTARY PUBLIC